All references in this report to "Healthpeak," the "Company," "we," "us" or "our" mean Healthpeak Properties, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to "Healthpeak Properties, Inc." mean the parent company without its subsidiaries.

Cautionary Language Regarding Forward-Looking Statements



Statements in this Quarterly Report on Form 10-Q that are not historical factual
statements 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 (the "Exchange Act"). 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.
Forward-looking statements reflect our current expectations and views about
future events and are subject to risks and uncertainties that could cause actual
results, including our future financial condition and results of operations, to
differ materially from those expressed or implied by any forward-looking
statements. You are urged to carefully review the disclosures we make concerning
risks and uncertainties that may affect our business and future financial
performance.

Forward-looking statements are based on certain assumptions and analysis made in
light of our experience and perception of historical trends, current conditions
and expected future developments as well as other factors that we believe are
appropriate under the circumstances. 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 Quarterly Report on Form 10-Q.

As more fully set forth under Part I, Item 1A. "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, risks and
uncertainties that may cause our actual results to differ materially from the
expectations contained in the forward-looking statements include, among other
things:

•epidemics, pandemics or other infectious diseases, including the coronavirus disease ("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 medical office buildings ("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 properties operated through
structures permitted by the Housing and Economic Recovery Act of 2008, which
includes most of the provisions previously proposed in the REIT Investment
Diversification and Empowerment Act of 2007 (commonly referred to as "RIDEA");

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•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 Coronavirus Aid, Relief, and Economic Security Act
("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 a real estate investment trust ("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; and

•our reliance on information technology systems and the potential impact of system failures, disruptions or breaches.

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.


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Overview



The information set forth in this Item 2 is intended to provide readers with an
understanding of our financial condition, changes in financial condition and
results of operations. We will discuss and provide our analysis in the following
order:

•Executive Summary

•Market Trends and Uncertainties



•Overview of Transactions

•Dividends

•Results of Operations

•Liquidity and Capital Resources

•Non-GAAP Financial Measures Reconciliations

•Critical Accounting Estimates and Recent Accounting Pronouncements

Executive Summary

Healthpeak Properties, Inc. is a Standard & Poor's ("S&P") 500 company that
acquires, develops, owns, leases and manages healthcare real estate across the
United States ("U.S."). Our company was originally founded in 1985. We are a
Maryland corporation and qualify as a self-administered REIT. Our corporate
headquarters are located in Denver, Colorado and we have additional offices in
California, Tennessee, and Massachusetts.

During 2020, we began the process of disposing of our senior housing triple-net
and senior housing operating property ("SHOP") portfolios. As of December 31,
2020, we concluded that the planned dispositions represented a strategic shift
that had and will have a major effect on our operations and financial results
and, therefore, the assets are classified as discontinued operations in all
periods presented herein. In September 2021, we successfully completed the
disposition of both portfolios. See Note 4 to the Consolidated Financial
Statements for further information regarding discontinued operations.

In conjunction with the disposal of our senior housing triple-net and SHOP
portfolios, we focused our strategy on investing in a diversified portfolio of
high-quality healthcare properties across our three core asset classes of life
science, medical office, and continuing care retirement community ("CCRC") real
estate. Under the life science and medical office segments, we invest through
the acquisition, development and management of life science facilities, MOBs,
and hospitals. Under the CCRC segment, our properties are operated through RIDEA
structures. We have other non-reportable segments that are comprised primarily
of loans receivable, marketable debt securities, and an interest in an
unconsolidated joint venture that owns 19 senior housing assets (our "SWF SH
JV").

At September 30, 2022, our portfolio of investments, including properties in our
unconsolidated joint ventures, consisted of interests in 480 properties. The
following table summarizes information for our reportable and other
non-reportable segments, excluding discontinued operations, for the three months
ended September 30, 2022 (dollars in thousands):

                                                 Total Portfolio             Percentage of Total
                Segment                          Adjusted NOI(1)           Portfolio Adjusted NOI             Number of Properties
Life science                                   $         139,539                              51  %                        149
Medical office                                           109,678                              40  %                        297
CCRC                                                      21,882                               8  %                         15
Other non-reportable                                       4,316                               1  %                         19
Totals                                         $         275,415                             100  %                        480

_______________________________________


(1)Total Portfolio metrics include results of operations from disposed
properties through the disposition date. See "Item 2, Management's Discussion
and Analysis of Financial Condition and Results of Operations-Non-GAAP Financial
Measures" for additional information regarding Adjusted NOI and see Note 13 to
the Consolidated Financial Statements for a reconciliation of Adjusted NOI by
segment to net income (loss).

For a description of our significant activities during 2022, see "Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations-Overview of Transactions" in this report.


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We invest in and manage our real estate portfolio for the long-term to maximize benefit to our stockholders and support the growth of our dividends. Our strategy consists of four core elements:

(i)Our real estate: Our portfolio is grounded in high-quality properties in desirable locations. We focus on three purposely selected private pay asset classes-life science, medical office, and continuing care retirement community-to provide stability through inevitable market cycles.



(ii)Our financials: We maintain a strong investment-grade balance sheet with
ample liquidity as well as long-term fixed-rate debt financing with staggered
maturities to reduce our exposure to interest rate volatility and refinancing
risk.

(iii)Our partnerships: We work with leading healthcare companies, operators, and
service providers and are responsive to their space and capital needs. We
provide high-quality property management services to encourage tenants to renew,
expand, and relocate into our properties, which drives increased occupancy,
rental rates, and property values.

(iv)Our platform: We have a people-first culture that we believe attracts,
develops and retains top talent. We continually strive to create and maintain an
industry-leading platform, with systems and tools that allow us to effectively
and efficiently manage our assets and investment activity.

Market Trends and Uncertainties

Our operating results have been and will continue to be impacted by global and national economic and market conditions generally and by the local economic conditions where our properties are located, as well as by the Covid pandemic.



Rising interest rates, high inflation, supply chain disruptions, ongoing
geopolitical tensions, and increased volatility in public equity and fixed
income markets have led to increased costs and limited the availability of
capital. To the extent our tenants or operators experience increased costs or
financing difficulties due to the foregoing macroeconomic conditions, they may
be unable or unwilling to make payments or perform their obligations when due.
In addition, increased interest rates could affect our borrowing costs and the
fair value of our fixed rate instruments.

We have also seen significant inflation in construction costs over the past
15-21 months, which may, together with rising costs of capital, negatively
affect the expected yields on our development and redevelopment projects. In
addition, labor shortages and global supply chain disruptions, including
procurement delays and long lead times on certain materials, have adversely
impacted and could continue to adversely impact the scheduled completion and/or
costs of these projects.

Further, the full, long-term economic impact of the Covid pandemic on the
operations of our CCRC communities and the senior housing facilities owned by
our SWF SH JV remains uncertain. Many factors cannot be predicted and will
remain unpredictable, including the impact, duration, and severity of new
variants and outbreaks. In addition, our tenants, operators, and borrowers have
experienced significant cost increases as a result of increased health and
safety measures, staffing shortages, increased governmental regulation and
compliance, vaccine mandates, and other operational changes necessitated either
directly or indirectly by the Covid pandemic, as well as due to current
inflationary pressures. Labor costs in particular have increased as a result of
higher staffing hours, increased hourly wages and bonuses, greater overtime, and
increased usage of contract labor. We anticipate that many of these expenses
will remain at these higher levels even after the pandemic passes, and are
likely to reduce margins in the business.

We continuously monitor the effects of domestic and global events, including but
not limited to inflation, labor shortages, supply chain matters, rising interest
rates, and other current and expected impacts of the Covid pandemic on our
operations and financial position, as well as on the operations and financial
position of our tenants, operators, and borrowers, to ensure that we remain
responsive and adaptable to the dynamic changes in our operating environment.

A discussion of potential long-term changes in the industry are more fully set
forth under Part II, Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Covid Update" in our Annual Report on Form
10-K for the year ended December 31, 2021.

See Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 for additional discussion of the risks posed
by macroeconomic conditions and the Covid pandemic, as well as the uncertainties
we and our tenants, operators, and borrowers may face as a result.

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Overview of Transactions

South San Francisco Joint Ventures



On August 1, 2022, we sold a 30% interest in seven life science assets in South
San Francisco, California (the "South San Francisco JVs") to a sovereign wealth
fund ("SWF Partner") for cash of $126 million.

Concurrently, we entered into a master equity transaction agreement with the SWF Partner that provides us the opportunity to sell interests of up to 30% in certain future development projects we own.

67 Smith Place

In January 2022, we closed a life science acquisition in Cambridge, Massachusetts for $72 million.

Vista Sorrento Phase II

In January 2022, we closed a life science acquisition in San Diego, California for $24 million.



Webster MOB Portfolio

In March 2022, we acquired a portfolio of two MOBs in Houston, Texas for $43 million.

Northwest Medical Plaza

In May 2022, we acquired one MOB in Bentonville, Arkansas for $26 million.

Other Real Estate Transactions

•During the nine months ended September 30, 2022, we sold one life science facility in Utah for $14 million.

•During the nine months ended September 30, 2022, we sold our remaining hospital classified as a direct financing lease ("DFL") for $68 million.

•During the nine months ended September 30, 2022, we sold five MOBs and one MOB land parcel for $36 million.



Financing Activities

•In April 2022, we terminated our existing interest rate cap instruments associated with $142 million of variable rate mortgage debt and entered into two interest rate swap instruments that are designated as cash flow hedges and mature in May 2026.

•In July 2022, we increased the maximum aggregate face or principal amount that can be outstanding at any one time under the commercial paper program from $1.5 billion to $2.0 billion.



•In August 2022, we executed a term loan agreement that provides for two senior
unsecured delayed draw term loans in an aggregate principal amount of up to
$500 million (the "2022 Term Loan Facilities"). As of September 30, 2022, we had
no borrowings outstanding under the 2022 Term Loan Facilities. In October 2022,
the entirety of the $500 million under the 2022 Term Loan Facilities was drawn.

•In August 2022, we entered into two forward-starting interest rate swap instruments that are designated as cash flow hedges that effectively establish a fixed interest rate for the underlying 2022 Term Loan Facilities.



•In August 2022, our Board of Directors approved a share repurchase program
under which we may acquire shares of our common stock in the open market up to
an aggregate purchase price of $500 million (the "Share Repurchase Program").
During the three and nine months ended September 30, 2022, we repurchased
2.1 million shares of our common stock under our Share Repurchase Program at a
weighted average price of $27.16 per share for a total of $56 million.

Development Activities



•At September 30, 2022, we had five life science development projects in process
with an aggregate total estimated cost of approximately $1.03 billion and one
MOB development project in process with a total estimated cost of approximately
$33 million.

•During the nine months ended September 30, 2022, the following projects were
placed in service: (i) three MOB development projects with total costs incurred
of $58 million, (ii) two MOB redevelopment projects with total costs incurred of
$19 million, (iii) four life science development projects with total costs
incurred of $317 million, (iv) one life science redevelopment project with total
costs incurred of $60 million, and (v) a portion of one life science development
project with total costs incurred of $40 million.

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Dividends



The following table summarizes our common stock cash dividends declared in 2022:

                                             Amount          Dividend
Declaration Date         Record Date       Per Share       Payment Date
January 27               February 11      $     0.30       February 22
April 28                    May 9               0.30          May 20
July 28                    August 8             0.30        August 19
October 27                November 7            0.30       November 18


Results of Operations

We evaluate our business and allocate resources among our reportable business
segments: (i) life science, (ii) medical office, and (iii) CCRC. Under the life
science and medical office segments, we invest through the acquisition,
development, and management of life science facilities, MOBs, and hospitals,
which generally requires a greater level of property management. Our CCRCs are
operated through RIDEA structures. We have other non-reportable segments that
are comprised primarily of: (i) an interest in our unconsolidated SWF SH JV,
(ii) loans receivable, and (iii) marketable debt securities. We evaluate
performance based upon property adjusted net operating income ("Adjusted NOI" or
"Cash NOI") in each segment. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies in
Note 2 to the Consolidated Financial Statements in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S.
Securities and Exchange Commission ("SEC"), as updated by Note 2 to the
Consolidated Financial Statements herein.

Non-GAAP Financial Measures

Net Operating Income



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) as presented in Note 13 to the
Consolidated Financial Statements. 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. For a
reconciliation of NOI and Adjusted NOI to net income (loss) by segment, refer to
Note 13 to the Consolidated Financial Statements.

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.

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Same-Store



Same-Store NOI and Adjusted (Cash) 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. For a reconciliation of Same-Store to total portfolio Adjusted NOI and
other relevant disclosures by segment, refer to our Segment Analysis below.

Funds From Operations ("FFO")



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.

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.

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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. For a
reconciliation of net income (loss) to Nareit FFO and FFO as Adjusted and other
relevant disclosure, refer to "Non-GAAP Financial Measures Reconciliations"
below.

Adjusted FFO ("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. For a
reconciliation of net income (loss) to AFFO and other relevant disclosure, refer
to "Non-GAAP Financial Measures Reconciliations" below.

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Comparison of the Three and Nine Months Ended September 30, 2022 to the Three and Nine Months Ended September 30, 2021

Overview

Three Months Ended September 30, 2022 and 2021

The following table summarizes results for the three months ended September 30, 2022 and 2021 (in thousands):



                                                               Three Months Ended September 30,
                                                               2022                  2021                 Change

Net income (loss) applicable to common shares              $  353,366             $ 54,442             $ 298,924
Nareit FFO                                                    225,074              194,914                30,160
FFO as Adjusted                                               233,166              217,471                15,695
AFFO                                                          193,314              179,739                13,575

Net income (loss) applicable to common shares increased primarily as a result of the following:

•a gain upon change of control related to the sale of a 30% interest and deconsolidation of seven previously consolidated life science assets in South San Francisco, California; and



•an increase in NOI generated from our life science and medical office segments
related to: (i) 2021 and 2022 acquisitions of real estate, (ii) development and
redevelopment projects placed in service during 2021 and 2022, and (iii) new
leasing activity during 2021 and 2022 (including the impact to straight-line
rents).

The increase in net income (loss) applicable to common shares was partially offset by:



•a decrease in gains on sale of depreciable real estate related to lower gains
recognized on MOB asset sales during the third quarter of 2022 as compared to
2021;

•an increase in interest expense, primarily as a result of higher borrowings and higher interest rates under the commercial paper program;

•casualty-related charges from a hurricane during the third quarter of 2022;

•an increase in loan loss reserves in 2022 primarily due to macroeconomic conditions; and



•a decrease in income from discontinued operations, primarily as a result of a
decrease in gain on sales of real estate from dispositions of our senior housing
portfolios, partially offset by lower impairments of depreciable real estate and
goodwill.

Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO:

•gain upon change of control;

•gain on sales of depreciable real estate;

•depreciation and amortization expense; and

•impairment charges related to depreciable real estate.



FFO as Adjusted increased primarily as a result of the aforementioned events
impacting Nareit FFO, except for the following, which are excluded from FFO as
Adjusted:

•casualty-related charges;

•loan loss reserves; and

•goodwill impairment charges related to the disposition of our senior housing portfolios.



AFFO increased primarily as a result of the aforementioned events impacting FFO
as Adjusted, except for the impact of straight-line rents, which is excluded
from AFFO.

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Nine Months Ended September 30, 2022 and 2021

The following table summarizes results for the nine months ended September 30, 2022 and 2021 (in thousands):



                                                              Nine Months Ended September 30,
                                                             2022                   2021                Change

Net income (loss) applicable to common shares            $  491,398             $ 473,778             $ 17,620
Nareit FFO                                                  704,658               384,877              319,781
FFO as Adjusted                                             704,460               650,166               54,294
AFFO                                                        590,938               553,578               37,360

Net income (loss) applicable to common shares increased primarily as a result of the following:

•a gain upon change of control related to the sale of a 30% interest and deconsolidation of seven previously consolidated life science assets in South San Francisco, California;

•a decrease in loss on debt extinguishments related to our repurchase and redemption of certain outstanding senior notes in the first and second quarters of 2021;



•an increase in NOI generated from our life science and medical office segments
related to: (i) 2021 and 2022 acquisitions of real estate, (ii) development and
redevelopment projects placed in service during 2021 and 2022, and (iii) new
leasing activity during 2021 and 2022 (including the impact to straight-line
rents);

•a gain on sale of a hospital that was classified as a DFL that was sold in the first quarter of 2022; and

•fewer impairment charges on depreciable real estate.

The increase in net income (loss) applicable to common shares was partially offset by:



•a decrease in income from discontinued operations, primarily as a result of a
decrease in gain on sales of real estate from dispositions of our senior housing
portfolios, partially offset by lower impairments of depreciable real estate and
goodwill;

•a decrease in gains on sale of depreciable real estate primarily related to the Hoag Hospital sale in May 2021;

•an increase in depreciation, primarily as a result of: (i) 2021 and 2022 acquisitions of real estate and (ii) development and redevelopment projects placed in service during 2021 and 2022;

•a decrease in interest income primarily as a result of principal repayments on and sales of loans receivable in 2021 and 2022;

•expenses incurred for tenant relocation and other costs associated with the demolition of an MOB;

•casualty-related charges from a hurricane during the third quarter of 2022;

•an increase in interest expense, primarily as a result of higher borrowings and higher interest rates under the commercial paper program; and

•an increase in loan loss reserves in 2022 primarily due to macroeconomic conditions.

Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO:

•gain upon change of control;

•gain on sales of depreciable real estate;

•depreciation and amortization expense; and

•impairment charges related to depreciable real estate.


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FFO as Adjusted increased primarily as a result of the aforementioned events
impacting Nareit FFO, except for the following, which are excluded from FFO as
Adjusted:

•loss on debt extinguishment;

•the gain on sale of a hospital that was classified as a DFL;

•the expenses for tenant relocation and other costs associated with the demolition of an MOB;

•goodwill impairment charges related to the disposition of our senior housing portfolios;

•casualty-related charges; and

•loan loss reserves.



AFFO increased primarily as a result of the aforementioned events impacting FFO
as Adjusted, except for the impact of straight-line rents, which is excluded
from AFFO. The increase was partially offset by higher AFFO capital expenditures
during the period.

Segment Analysis

The following tables provide selected operating information for our Same-Store
and total property portfolio for each of our reportable segments. For the three
months ended September 30, 2022, our Same-Store consists of 395 properties
representing properties acquired or placed in service and stabilized on or prior
to July 1, 2021 and that remained in operations under a consistent reporting
structure through September 30, 2022. For the nine months ended September 30,
2022, our Same-Store consists of 375 properties representing properties acquired
or placed in service and stabilized on or prior to January 1, 2021 and that
remained in operations under a consistent reporting structure through
September 30, 2022. Our total property portfolio consisted of 480 properties at
each of September 30, 2022 and 2021, respectively.

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  Table of Contents

Life Science



The following table summarizes results at and for the three months ended
September 30, 2022 and 2021 (dollars and square feet in thousands, except per
square foot data):

                                                           SS                                                   Total Portfolio
                                            Three Months Ended September 30,                           Three Months Ended September 30,
                                       2022                 2021             Change                2022                 2021             Change
Rental and related revenues       $   167,084           $ 153,324          $ 13,760          $    207,795           $ 184,213          $ 23,582
Healthpeak's share of
unconsolidated joint venture
total revenues                          2,628               3,228              (600)                2,938               1,521             1,417
Noncontrolling interests' share
of consolidated joint venture
total revenues                            (33)                (31)               (2)                  (55)                (82)               27
Operating expenses                    (44,286)            (38,228)           (6,058)              (55,162)            (44,923)          (10,239)
Healthpeak's share of
unconsolidated joint venture
operating expenses                       (668)               (705)               37                  (777)               (463)             (314)
Noncontrolling interests' share
of consolidated joint venture
operating expenses                         10                   9                 1                    21                  25                (4)

Adjustments to NOI(1)                 (10,469)             (9,141)           (1,328)              (15,221)            (11,021)           (4,200)
Adjusted NOI                      $   114,266           $ 108,456          $  5,810               139,539             129,270            10,269
Less: non-SS Adjusted NOI                                                                         (25,273)            (20,814)           (4,459)
SS Adjusted NOI                                                                              $    114,266           $ 108,456          $  5,810
Adjusted NOI % change                                                           5.4  %
Property count(2)                         118                 118                                     149                 146
End of period occupancy                  98.8   %            97.5  %                                 99.0   %            97.1  %
Average occupancy                        98.7   %            97.5  %                                 98.8   %            97.1  %
Average occupied square feet            8,910               8,651                                  10,708              10,021
Average annual total revenues per
occupied square foot(3)           $        72           $      68                            $         74           $      69
Average annual base rent per
occupied square foot(4)           $        54           $      52                            $         56           $      54

_______________________________________


(1)Represents adjustments to NOI in accordance with our definition of Adjusted
NOI. Refer to "Non-GAAP Financial Measures" above for definitions of NOI and
Adjusted NOI. See Note 13 to the Consolidated Financial Statements for a
reconciliation of Adjusted NOI by segment to net income (loss).
(2)From our third quarter 2021 presentation of Same-Store, we added: (i) six
stabilized developments placed in service, (ii) five stabilized acquisitions,
(iii) three stabilized redevelopments placed in service, and (iv) two stabilized
properties that previously experienced a significant tenant relocation, and we
removed: (i) seven life science facilities that were placed into redevelopment
and (ii) two life science facilities that were classified as held for sale.
(3)Average annual total revenues does not include non-cash revenue adjustments
(i.e., straight-line rents, amortization of market lease intangibles, and
deferred revenues).
(4)Base rent does not include tenant recoveries, additional rents in excess of
floors and non-cash revenue adjustments (i.e., straight-line rents, amortization
of market lease intangibles, and deferred revenues).

Same-Store Adjusted NOI increased primarily as a result of the following:



•annual rent escalations;

•higher occupancy; and

•new leasing activity.

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store and the following Non-Same-Store impacts:

•an increase in NOI from (i) increased occupancy in developments and redevelopments placed in service in 2021 and 2022 and (ii) acquisitions in 2021 and 2022.


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The following table summarizes results at and for the nine months ended
September 30, 2022 and 2021 (dollars and square feet in thousands, except per
square foot data):

                                                          SS                                                 Total Portfolio(1)
                                            Nine Months Ended September 30,                           Nine Months Ended September 30,
                                       2022                2021             Change               2022                 2021             Change
Rental and related revenues       $   447,719          $ 418,597          $ 29,122          $   609,620           $ 531,674          $ 77,946
Healthpeak's share of
unconsolidated joint venture
total revenues                         10,175              9,359               816                5,637               4,270             1,367
Noncontrolling interests' share
of consolidated joint venture
total revenues                            (76)               (73)               (3)                (174)               (222)               48
Operating expenses                   (110,244)           (96,696)          (13,548)            (152,796)           (125,108)          (27,688)
Healthpeak's share of
unconsolidated joint venture
operating expenses                     (2,151)            (2,019)             (132)              (1,744)             (1,316)             (428)
Noncontrolling interests' share
of consolidated joint venture
operating expenses                         24                 21                 3                   59                  66                (7)

Adjustments to NOI(2)                 (28,747)           (26,961)           (1,786)             (50,977)            (35,197)          (15,780)
Adjusted NOI                      $   316,700          $ 302,228          $ 14,472              409,625             374,167            35,458
Less: non-SS Adjusted NOI                                                                       (92,925)            (71,939)          (20,986)
SS Adjusted NOI                                                                             $   316,700           $ 302,228          $ 14,472
Adjusted NOI % change                                                          4.8  %
Property count(3)                         114                114                                    149                 146
End of period occupancy                  98.8  %            97.4  %                                99.0   %            97.1  %
Average occupancy                        98.7  %            97.7  %                                98.6   %            96.9  %
Average occupied square feet            8,455              8,221                                 10,666              10,119
Average annual total revenues per
occupied square foot(4)           $        68          $      65                            $        71           $      66
Average annual base rent per
occupied square foot(5)           $        53          $      51                            $        55           $      52

_______________________________________



(1)Total Portfolio includes results of operations from disposed properties
through the disposition date.
(2)Represents adjustments to NOI in accordance with our definition of Adjusted
NOI. Refer to "Non-GAAP Financial Measures" above for definitions of NOI and
Adjusted NOI. See Note 13 to the Consolidated Financial Statements for a
reconciliation of Adjusted NOI by segment to net income (loss).
(3)From our third quarter 2021 presentation of Same-Store, we added: (i) six
stabilized developments placed in service, (ii) five stabilized acquisitions,
and (iii) four stabilized redevelopments placed in service, and we removed: (i)
seven life science facilities that were placed into redevelopment and (ii) one
life science facility that was classified as held for sale.
(4)Average annual total revenues does not include non-cash revenue adjustments
(i.e., straight-line rents, amortization of market lease intangibles, and
deferred revenues).
(5)Base rent does not include tenant recoveries, additional rents in excess of
floors and non-cash revenue adjustments (i.e., straight-line rents, amortization
of market lease intangibles, and deferred revenues).

Same-Store Adjusted NOI increased primarily as a result of the following:



•annual rent escalations;

•higher occupancy; and

•new leasing activity.

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store and the following Non-Same-Store impacts:

•an increase in NOI from (i) increased occupancy in developments and redevelopments placed in service in 2021 and 2022 and (ii) acquisitions in 2021 and 2022.


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  Table of Contents

Medical Office


The following table summarizes results at and for the three months ended
September 30, 2022 and 2021 (dollars and square feet in thousands, except per
square foot data):

                                                           SS                                                  Total Portfolio(1)
                                            Three Months Ended September 30,                            Three Months Ended September 30,
                                        2022                 2021             Change                2022                 2021             Change
Rental and related revenues       $    156,966           $ 149,864          $  7,102          $    184,506           $ 169,303          $ 15,203
Income from direct financing
leases                                       -                   -                 -                     -               2,179            (2,179)
Healthpeak's share of
unconsolidated joint venture
total revenues                             733                 714                19                   756                 737                19
Noncontrolling interests' share
of consolidated joint venture
total revenues                          (8,812)             (8,659)             (153)               (8,968)             (8,954)              (14)
Operating expenses                     (52,972)            (50,120)           (2,852)              (64,782)            (58,430)           (6,352)
Healthpeak's share of
unconsolidated joint venture
operating expenses                        (313)               (304)               (9)                 (313)               (305)               (8)
Noncontrolling interests' share
of consolidated joint venture
operating expenses                       2,558               2,592               (34)                2,558               2,659              (101)

Adjustments to NOI(2)                   (2,300)             (2,717)              417                (4,079)             (3,626)             (453)
Adjusted NOI                      $     95,860           $  91,370          $  4,490               109,678             103,563             6,115
Less: non-SS Adjusted NOI                                                                          (13,818)            (12,193)           (1,625)
SS Adjusted NOI                                                                               $     95,860           $  91,370          $  4,490
Adjusted NOI % change                                                            4.9  %
Property count(3)                          262                 262                                     297                 300
End of period occupancy                   91.2   %            91.2  %                                 90.0   %            90.1  %
Average occupancy                         91.2   %            91.1  %                                 89.9   %            89.9  %
Average occupied square feet            19,157              19,123                                  21,624              21,337
Average annual total revenues per
occupied square foot(4)           $         33           $      32                            $         34           $      31
Average annual base rent per
occupied square foot(5)           $         27           $      26                            $         27           $      27

___________________________________



(1)Total Portfolio includes results of operations from disposed properties
through the disposition date.
(2)Represents adjustments to NOI in accordance with our definition of Adjusted
NOI. Refer to "Non-GAAP Financial Measures" above for definitions of NOI and
Adjusted NOI. See Note 13 to the Consolidated Financial Statements for a
reconciliation of Adjusted NOI by segment to net income (loss).
(3)From our third quarter 2021 presentation of Same-Store, we added: (i) 25
stabilized acquisitions and (ii) 2 stabilized redevelopments placed in service,
and we removed: (i) 5 MOBs that were placed into redevelopment and (ii) 4 MOBs
that were sold.
(4)Average annual total revenues does not include non-cash revenue adjustments
(i.e., straight-line rents, amortization of market lease intangibles, DFL
non-cash interest, and deferred revenues).
(5)Base rent does not include tenant recoveries, additional rents in excess of
floors and non-cash revenue adjustments (i.e., straight-line rents, amortization
of market lease intangibles, DFL non-cash interest, and deferred revenues).

Same-Store Adjusted NOI increased primarily as a result of the following:

•mark-to-market lease renewals;

•annual rent escalations; and

•higher parking income and percentage-based rents.

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned increases to Same-Store and the following Non-Same-Store impacts:

•increased NOI from our 2021 and 2022 acquisitions;

•increased occupancy in former redevelopment and development properties that have been placed in service; partially offset by

•decreased NOI from our 2021 and 2022 dispositions.


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The following table summarizes results at and for the nine months ended
September 30, 2022 and 2021 (dollars and square feet in thousands, except per
square foot data):

                                                          SS                                                 Total Portfolio(1)
                                            Nine Months Ended September 30,                           Nine Months Ended September 30,
                                       2022                2021             Change               2022                 2021             Change
Rental and related revenues       $   436,724          $ 416,998          $ 19,726          $   539,910           $ 490,456          $ 49,454
Income from direct financing
leases                                      -                  -                 -                1,168               6,522            (5,354)
Healthpeak's share of
unconsolidated joint venture
total revenues                          2,180              2,095                85                2,249               2,162                87
Noncontrolling interests' share
of consolidated joint venture
total revenues                        (26,265)           (25,728)             (537)             (26,732)            (26,704)              (28)
Operating expenses                   (145,379)          (135,663)           (9,716)            (189,274)           (164,198)          (25,076)
Healthpeak's share of
unconsolidated joint venture
operating expenses                       (913)              (915)                2                 (912)               (915)                3
Noncontrolling interests' share
of consolidated joint venture
operating expenses                      7,886              7,500               386                7,886               7,714               172

Adjustments to NOI(2)                  (5,318)            (6,554)            1,236              (10,574)             (7,553)           (3,021)
Adjusted NOI                      $   268,915          $ 257,733          $ 11,182              323,721             307,484            16,237
Less: non-SS Adjusted NOI                                                                       (54,806)            (49,751)           (5,055)
SS Adjusted NOI                                                                             $   268,915           $ 257,733          $ 11,182
Adjusted NOI % change                                                          4.3  %
Property count(3)                         246                246                                    297                 300
End of period occupancy                  91.3  %            91.3  %                                90.0   %            90.1  %
Average occupancy                        91.5  %            91.4  %                                89.9   %            90.1  %
Average occupied square feet           18,368             18,333                                 21,686              20,827
Average annual total revenues per
occupied square foot(4)           $        32          $      31                            $        34           $      31
Average annual base rent per
occupied square foot(5)           $        27          $      26                            $        27           $      27

_______________________________________



(1)Total Portfolio includes results of operations from disposed properties
through the disposition date.
(2)Represents adjustments to NOI in accordance with our definition of Adjusted
NOI. Refer to "Non-GAAP Financial Measures" above for definitions of NOI and
Adjusted NOI. See Note 13 to the Consolidated Financial Statements for a
reconciliation of Adjusted NOI by segment to net income (loss).
(3)From our third quarter 2021 presentation of Same-Store, we added: (i) 10
stabilized acquisitions and (ii) 3 stabilized redevelopments placed in service,
and we removed: (i) 5 MOBs that were placed into redevelopment and (ii) 4 MOBs
that were sold.
(4)Average annual total revenues does not include non-cash revenue adjustments
(i.e., straight-line rents, amortization of market lease intangibles, DFL
non-cash interest, and deferred revenues).
(5)Base rent does not include tenant recoveries, additional rents in excess of
floors and non-cash revenue adjustments (i.e., straight-line rents, amortization
of market lease intangibles, DFL non-cash interest, and deferred revenues).

Same-Store Adjusted NOI increased primarily as a result of the following:

•mark-to-market lease renewals;

•annual rent escalations; and

•higher parking income and percentage-based rents.

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned increases to Same-Store and the following Non-Same-Store impacts:

•increased NOI from our 2021 and 2022 acquisitions;

•increased occupancy in former redevelopment and development properties that have been placed in service; partially offset by

•decreased NOI from our 2021 and 2022 dispositions.


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Table of Contents

Continuing Care Retirement Community

The following table summarizes results at and for the three months ended September 30, 2022 and 2021 (dollars in thousands, except per unit data):



                                                           SS                                                      Total Portfolio
                                            Three Months Ended September 30,                              Three Months Ended September 30,
                                       2022                 2021              Change                2022                     2021             Change
Resident fees and services        $   122,142           $ 119,022          $  3,120           $    122,142               $ 119,022          $  3,120
Government grant income(1)                  4                  15               (11)                     4                      15               (11)

Operating expenses                    (99,914)            (98,405)           (1,509)              (100,264)                (98,799)           (1,465)
Healthpeak's share of
unconsolidated joint venture
operating expenses                          -                   -                 -                      -                     (32)               32

Adjustments to NOI(2)                       -                 724              (724)                     -                     724              (724)
Adjusted NOI                      $    22,232           $  21,356          $    876                 21,882                  20,930               952
Plus: non-SS adjustments                                                                               350                     426               (76)
SS Adjusted NOI                                                                               $     22,232               $  21,356          $    876
Adjusted NOI % change                                                           4.1   %
Property count(3)                          15                  15                                       15                      15
Average occupancy                        82.0   %            79.5  %                                  82.0   %                79.5  %
Average occupied units(4)               5,894               5,910                                    5,894                   5,910
Average annual rent per occupied
unit                              $    82,895           $  80,566                             $     82,895               $  80,566

_______________________________________


(1)Represents government grant income received under the CARES Act, which is
recorded in other income (expense), net in the Consolidated Statements of
Operations.
(2)Represents adjustments to NOI in accordance with our definition of Adjusted
NOI. Refer to "Non-GAAP Financial Measures" above for definitions of NOI and
Adjusted NOI. See Note 13 to the Consolidated Financial Statements for a
reconciliation of Adjusted NOI by segment to net income (loss).
(3)From our third quarter 2021 presentation of Same-Store, no properties were
added or removed.
(4)Represents average occupied units as reported by the operators for the
three-month period. The decrease in average occupied units for the period is
primarily a result of decommissioned senior nursing facility beds.

Same-Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following:

•increased rates for resident fees; partially offset by

•higher costs of labor, utilities, and repairs and maintenance.


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The following table summarizes results at and for the nine months ended September 30, 2022 and 2021 (dollars in thousands, except per unit data):



                                                          SS                                                  Total Portfolio
                                            Nine Months Ended September 30,                           Nine Months Ended September 30,
                                      2022                2021              Change               2022                 2021             Change
Resident fees and services        $  369,062          $ 352,458          $ 16,604           $   369,062           $ 352,458          $ 16,604
Government grant income(1)             6,765              1,412             5,353                 6,765               1,412             5,353
Healthpeak's share of
unconsolidated joint venture
total revenues                             -                  -                 -                     -               6,903            (6,903)
Healthpeak's share of
unconsolidated joint venture
government grant income                    -                  -                 -                   334                 200               134

Operating expenses                  (299,146)          (283,200)          (15,946)             (300,429)           (284,739)          (15,690)
Healthpeak's share of
unconsolidated joint venture
operating expenses                         -                  -                 -                     -              (6,985)            6,985

Adjustments to NOI(2)                      -              1,933            (1,933)                    -               1,971            (1,971)
Adjusted NOI                      $   76,681          $  72,603          $  4,078                75,732              71,220             4,512
Plus: non-SS adjustments                                                                            949               1,383              (434)
SS Adjusted NOI                                                                             $    76,681           $  72,603          $  4,078
Adjusted NOI % change                                                         5.6   %
Property count(3)                         15                 15                                      15                  15
Average occupancy                       81.3  %            79.2  %                                 81.3   %            79.2  %
Average occupied units(4)              5,928              5,890                                   5,928               6,052
Average annual rent per occupied
unit                              $   84,532          $  80,107                             $    84,606           $  79,533

_______________________________________


(1)Represents government grant income received under the CARES Act, which is
recorded in other income (expense), net in the Consolidated Statements of
Operations.
(2)Represents adjustments to NOI in accordance with our definition of Adjusted
NOI. Refer to "Non-GAAP Financial Measures" above for definitions of NOI and
Adjusted NOI. See Note 13 to the Consolidated Financial Statements for a
reconciliation of Adjusted NOI by segment to net income (loss).
(3)From our third quarter 2021 presentation of Same-Store, we added 13
properties that previously experienced an operator transition.
(4)Represents average occupied units as reported by the respective tenants or
operators for the nine-month period. The decrease in average occupied units for
the period is primarily a result of decommissioned senior nursing facility beds.

Same­Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following:

•increased rates for resident fees;

•increased government grant income received under the CARES Act; and

•lower Covid-related expenses; partially offset by

•higher costs of labor and repairs and maintenance.


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Other Income and Expense Items





The following table summarizes the results of our other income and expense items
for the three and nine months ended September 30, 2022 and 2021 (in thousands):

                                                 Three Months Ended September 30,                              Nine Months Ended September 30,
                                            2022                2021              Change                 2022                   2021              Change
Interest income                        $      5,963          $  6,748          $    (785)         $    16,950               $  31,869          $ (14,919)
Interest expense                             44,078            35,905              8,173              123,531                 121,429              2,102
Depreciation and amortization               173,190           177,175             (3,985)             531,412                 506,172             

25,240


General and administrative                   24,549            23,270              1,279               73,161                  72,260                901
Transaction costs                               728                 -                728                1,636                   1,417                219
Impairments and loan loss reserves
(recoveries), net                             3,407               285              3,122                3,678                   4,458               

(780)


Gain (loss) on sales of real estate,
net                                          (4,149)           14,635            (18,784)              10,047                 189,873           

(179,826)


Gain (loss) on debt extinguishments               -              (667)               667                    -                (225,824)           

225,824


Other income (expense), net                 305,678             1,670            304,008              326,855                   5,604            

321,251


Income tax benefit (expense)                  3,834               649              3,185                3,775                   1,404              

2,371


Equity income (loss) from
unconsolidated joint ventures                  (325)            2,327             (2,652)               2,141                   4,517             

(2,376)


Income (loss) from discontinued
operations                                   (1,298)              601             (1,899)               2,011                 384,569           

(382,558)


Noncontrolling interests' share in
continuing operations                        (4,016)           (7,195)             3,179              (11,701)                (14,036)             

2,335


Noncontrolling interests' share in
discontinued operations                           -                 -                  -                    -                  (2,539)             2,539


Interest income

Interest income decreased for the three and nine months ended September 30, 2022
primarily as a result of principal repayments on and sales of loans receivable
in 2021 and 2022.

Interest expense

Interest expense increased for the three and nine months ended September 30,
2022 primarily as a result of higher borrowings and higher interest rates under
the commercial paper program. The increase in interest expense for the nine
months ended September 30, 2022 was partially offset by senior unsecured notes
repurchases and redemptions in the first and second quarters of 2021 and
repayment of a term loan in the third quarter of 2021.

Depreciation and amortization expense



Depreciation and amortization expense decreased for the three months ended
September 30, 2022 primarily as a result of a decrease in depreciation related
to the deconsolidation of seven previously consolidated life science assets in
South San Francisco, California. Depreciation and amortization expense increased
for the nine months ended September 30, 2022 primarily as a result of: (i)
assets acquired during 2021 and 2022 and (ii) development and redevelopment
projects placed in service during 2021 and 2022, partially offset by
dispositions of real estate in 2021 and 2022.

General and administrative



General and administrative expenses increased for the three and nine months
ended September 30, 2022 primarily due to higher travel costs and professional
fees. We expect to recognize total severance-related charges of approximately
$30 million in the fourth quarter of 2022 related to the departures of our
former Chief Executive Officer and our former Chief Legal Officer and General
Counsel.

Impairments and loan loss reserves (recoveries), net



Impairments and loan loss reserves (recoveries), net increased for the three
months ended September 30, 2022 as a result of an increase in loan loss reserves
under the current expected credit losses model. The increase in loan loss
reserves for the three months ended September 30, 2022 is primarily due to
macroeconomic conditions. Impairments and loan loss reserves (recoveries), net
decreased for the nine months ended September 30, 2022 primarily as a result of
fewer impairment charges on depreciable real estate, partially offset by the
aforementioned increase in loan loss reserves.

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Gain (loss) on sales of real estate, net



Gain (loss) on sales of real estate, net decreased during the three and nine
months ended September 30, 2022 primarily as a result of the $172 million gain
on sale of Hoag Hospital in May 2021 and the gains on sale of other MOB
dispositions during the third quarter of 2021. Refer to Note 4 to the
Consolidated Financial Statements for additional information regarding
dispositions of real estate and the associated gain (loss) on sales recognized.

Gain (loss) on debt extinguishments



Loss on debt extinguishments decreased for the nine months ended September 30,
2022 as a result of the repurchase and redemption of certain outstanding senior
notes in the first and second quarters of 2021 with no repurchases or
redemptions during the comparable periods of 2022.

Other income (expense), net



Other income increased for the three and nine months ended September 30, 2022
primarily due to a gain upon change of control related to the sale of a 30%
interest and deconsolidation of seven previously consolidated life science
assets in South San Francisco, California, partially offset by casualty losses
from a hurricane in the third quarter of 2022. Other income further increased
during the nine months ended September 30, 2022 as a result of: (i) a gain on
sale of a hospital that was classified as a DFL and (ii) an increase in
government grant income received under the CARES Act in 2022, partially offset
by expenses incurred for tenant relocation and other costs associated with the
demolition of an MOB.

Income tax benefit (expense)

Income tax benefit increased for the three and nine months ended September 30, 2022 primarily as a result of: (i) the tax impact of casualty losses from a hurricane in the third quarter of 2022 and (ii) the tax impact of operating losses on our CCRC portfolio.

Equity income (loss) from unconsolidated joint ventures



Equity income from unconsolidated joint ventures decreased for the three and
nine months ended September 30, 2022 primarily as a result of: (i) operating
losses on certain of our unconsolidated joint ventures and (ii) casualty-related
losses on certain properties within the SWF SH JV.

Income (loss) from discontinued operations



Income from discontinued operations decreased for the three and nine months
ended September 30, 2022 primarily as a result of decreased gain on sales of
real estate from the completion of dispositions of our senior housing
portfolios. Income from discontinued operations further decreased for the nine
months ended September 30, 2022 due to a decline in government grant income
received under the CARES Act for the senior housing portfolio. The decrease in
income from discontinued operations during the three and nine months ended
September 30, 2022 was partially offset by decreased impairment charges on
depreciable real estate and goodwill.

Noncontrolling interests' share in continuing operations



Noncontrolling interests' share in continuing operations decreased for the three
and nine months ended September 30, 2022 primarily as a result of a gain on sale
of an MOB in a consolidated partnership during the third quarter of 2021.

Noncontrolling interests' share in discontinued operations



Noncontrolling interests' share in discontinued operations decreased for the
three and nine months ended September 30, 2022 as a result of the completion of
our dispositions of our senior housing portfolios.

Liquidity and Capital Resources



We anticipate that our cash flow from operations, available cash balances, and
cash from our various financing activities will be adequate for the next 12
months and for the foreseeable future for purposes of: (i) funding recurring
operating expenses; (ii) meeting debt service requirements; and (iii) satisfying
funding of distributions to our stockholders and non-controlling interest
members. Distributions are made using a combination of cash flows from
operations, funds available under our bank line of credit (the "Revolving
Facility") and commercial paper program, term loans, proceeds from the sale of
properties, and other sources of cash available to us.

In addition to funding the activities above, our principal liquidity needs for the next 12 months are to:

•fund capital expenditures, including tenant improvements and leasing costs; and

•fund future acquisition, transactional, and development and redevelopment activities.

Our longer term liquidity needs include the items listed above as well as meeting debt service requirements.


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We anticipate satisfying these future needs using one or more of the following:

•cash flow from operations;

•sale of, or exchange of ownership interests in, properties or other investments;

•borrowings under our Revolving Facility and commercial paper program;

•issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or

•issuance of common or preferred stock or its equivalent, including the settlement of forward contracts or other sales of common stock under the ATM Program (as defined below).



Our ability to access the capital markets impacts our cost of capital and
ability to refinance maturing indebtedness, as well as our ability to fund
future acquisitions and development through the issuance of additional
securities or secured debt. Credit ratings impact our ability to access capital
and directly impact our cost of capital as well. For example, our Revolving
Facility accrues interest at a rate per annum equal to LIBOR plus a margin that
depends upon our credit ratings for our senior unsecured long-term debt. Our
Revolving Facility includes customary LIBOR replacement language, including, but
not limited to, the use of rates based on the secured overnight financing rate
administered by the Federal Reserve Bank of New York. We also pay a facility fee
on the entire revolving commitment that depends upon our credit ratings. As of
October 31, 2022, we had long-term credit ratings of Baa1 from Moody's and BBB+
from S&P Global and Fitch, and short-term credit ratings of P-2, A-2, and F2
from Moody's, S&P Global, and Fitch, respectively.

A downgrade in credit ratings by Moody's, S&P Global, and Fitch may have a
negative impact on the interest rates and facility fees for our Revolving
Facility and 2022 Term Loan Facilities and may negatively impact the pricing of
notes issued under our commercial paper program and senior unsecured notes.
While a downgrade in our credit ratings would adversely impact our cost of
borrowing, we believe we would continue to have access to the unsecured debt
markets, and we could also seek to enter into one or more secured debt
financings, issue additional securities, including under our ATM Program, or
dispose of certain assets to fund future operating costs, capital expenditures,
or acquisitions, although no assurances can be made in this regard. Refer to
"Market Trends and Uncertainties" above for a more comprehensive discussion of
the potential impact of Covid as well as economic and market conditions on our
business.

Changes in Material Cash Requirements and Off-Balance Sheet Arrangements



Our material cash requirements related to debt increased by $421 million to $6.6
billion at September 30, 2022, when compared to December 31, 2021, primarily as
a result of issuances of notes under our commercial paper program. In addition,
in October 2022, we elected to draw the $500 million aggregate principal amount
under the 2022 Term Loan Facilities, and utilized the proceeds to repay amounts
outstanding under our commercial paper program. As of September 30, 2022, we had
$1.59 billion outstanding under our commercial paper program. See Note 9 to the
Consolidated Financial Statements for additional information about our debt
commitments.

Our material cash requirements related to development and redevelopment projects
and tenant improvements decreased by $49 million, to $421 million at
September 30, 2022, when compared to December 31, 2021, primarily as a result of
construction spend on existing projects in the first three quarters of 2022
thereby decreasing the remaining commitment.

Due to the terms of our SHOP seller financing notes receivable, we are obligated
to provide additional loans up to $41 million. Our material cash requirements to
provide this additional funding for senior housing redevelopment and capital
expenditure projects decreased by $17 million, to $41 million at September 30,
2022, when compared to December 31, 2021, primarily as a result of reduced
commitments from current year principal repayments on our seller financing. See
Note 6 to the Consolidated Financial Statements for additional information.

Certain of our noncontrolling interest holders have the ability to put their
equity interests to us upon specified events or after the passage of a
predetermined period of time. Each put option is subject to changes in
redemption value in the event that the underlying property generates specified
returns for us and meets certain promote thresholds pursuant to the respective
agreements. As of September 30, 2022, we had $128 million of redeemable
noncontrolling interests, none of which met the conditions for redemption as of
the balance sheet date. See Note 11 to the Consolidated Financial Statements for
additional information.

There have been no changes to our distribution and dividend requirements during the nine months ended September 30, 2022.

We own interests in certain unconsolidated joint ventures as described in Note 7 to the Consolidated Financial Statements. Two of these joint ventures have mortgage debt of $87 million, of which our share is $40 million. Except in limited circumstances, our risk of loss is limited to our investment in the joint ventures.


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There have been no other material changes, outside of the ordinary course of
business, during the nine months ended September 30, 2022 to the material cash
requirements or material off-balance sheet arrangements disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2021 under "Material Cash
Requirements" and "Off-Balance Sheet Arrangements" in "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Cash Flow Summary



The following summary discussion of our cash flows is based on the Consolidated
Statements of Cash Flows and is not meant to be an all-inclusive discussion of
the changes in our cash flows for the periods presented below.

The following table sets forth changes in cash flows (in thousands):

Nine Months Ended September 30,


                                                                  2022                   2021                Change

Net cash provided by (used in) operating activities $ 693,306

         $   571,335          $    121,971
Net cash provided by (used in) investing activities            (578,113)              1,203,675            (1,781,788)
Net cash provided by (used in) financing activities            (165,517)             (1,687,889)            1,522,372


Operating Cash Flows

The increase in operating cash flow is primarily the result of an increase in
income related to: (i) 2021 and 2022 acquisitions, (ii) annual rent increases,
(iii) new leasing and renewal activity, and (iv) developments and redevelopments
placed in service during 2021 and 2022. The increase in operating cash flow is
partially offset by a decrease in income related to assets sold during 2021 and
2022. Our cash flow from operations is dependent upon the occupancy levels of
our buildings, rental rates on leases, our tenants' performance on their lease
obligations, the level of operating expenses, and other factors.

Investing Cash Flows

The following are significant investing activities for the nine months ended September 30, 2022:

•made investments of $866 million primarily related to the acquisition, development, and redevelopment of real estate; and



•received net proceeds of $288 million primarily from the sale of a 30% interest
in seven previously consolidated life science assets in South San Francisco,
California, sales of real estate assets, and repayments on loans receivable and
direct financing leases.

The following are significant investing activities for the nine months ended September 30, 2021:

•made investments of $1.5 billion primarily related to the acquisition, development, and redevelopment of real estate and funding of new and existing loans; and

•received net proceeds of $2.7 billion primarily from sales of real estate assets and repayments on loans receivable.

Financing Cash Flows

The following are significant financing activities for the nine months ended September 30, 2022:

•made net borrowings of $419 million under our bank line of credit and commercial paper program;

•paid cash dividends on common stock of $487 million; and

•repurchased $68 million of common stock, including $56 million under the share repurchase program.

The following are significant financing activities for the nine months ended September 30, 2021:

•made net borrowings of $894 million under our bank line of credit and commercial paper program;

•made net repayments of $2.1 billion under our senior unsecured notes (including debt extinguishment costs) and mortgage debt; and

•paid cash dividends on common stock of $488 million.


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Discontinued Operations



Operating, investing, and financing cash flows in our Consolidated Statements of
Cash Flows are reported inclusive of both cash flows from continuing operations
and cash flows from discontinued operations. Certain significant cash flows from
discontinued operations are disclosed in Note 14 to the Consolidated Financial
Statements. The absence of future cash flows from discontinued operations is not
expected to significantly impact our liquidity, as the proceeds from senior
housing triple-net and SHOP dispositions were used to pay down debt and invest
in additional real estate in our other business lines. Additionally, we have
multiple other sources of liquidity that can be utilized in the future, as
needed. Refer to the beginning of the Liquidity and Capital Resources section
above for additional information regarding our liquidity.

Debt

In July 2022, we increased the maximum aggregate face or principal amount that can be outstanding at any one time under the commercial paper program from $1.5 billion to $2.0 billion.



In August 2022, we executed the 2022 Term Loan Agreement that provides for two
senior unsecured delayed draw term loans in an aggregate principal amount of up
to $500 million. As of September 30, 2022, we had no borrowings outstanding
under the 2022 Term Loan Facilities. In October 2022, the entirety of the
$500 million under the 2022 Term Loan Facilities was drawn.

See Note 9 to the Consolidated Financial Statements for additional information about our outstanding debt.



Approximately 76% and 79% of our consolidated debt, excluding debt classified as
liabilities related to assets held for sale and discontinued operations, net,
was fixed rate debt as of September 30, 2022 and 2021, respectively. At
September 30, 2022, our fixed rate debt and variable rate debt had weighted
average interest rates of 3.45% and 3.42%, respectively. At September 30, 2021,
our fixed rate debt and variable rate debt had weighted average interest rates
of 3.52% and 0.52%, respectively. As of September 30, 2022, we had $142 million
of variable rate debt swapped to fixed through interest rate swap instruments,
designated as cash flow hedges, and as of September 30, 2021, we had $142
million of variable rate debt subject to interest rate cap instruments. For
purposes of classification of the amounts above, variable rate debt with a
derivative financial instrument designated as a cash flow hedge is reported as
fixed rate debt due to us having effectively established a fixed interest rate
for the underlying debt instrument. For a more detailed discussion of our
interest rate risk, see "Quantitative and Qualitative Disclosures About Market
Risk" in Item 3 below.

Equity

At September 30, 2022, we had 538 million shares of common stock outstanding,
equity totaled $7.0 billion, and our equity securities had a market value of
$12.5 billion.

At September 30, 2022, non-managing members held an aggregate of five million
units in seven limited liability companies ("DownREITs") for which we are the
managing member. The DownREIT units are exchangeable for an amount of cash
approximating the then-current market value of shares of our common stock or, at
our option, shares of our common stock (subject to certain adjustments, such as
stock splits and reclassifications). At September 30, 2022, the outstanding
DownREIT units were convertible into approximately seven million shares of our
common stock.

At-The-Market Program

Our at-the-market equity offering program (as amended from time to time, the
"ATM Program") has a capacity of $1.5 billion. In addition to the issuance and
sale of shares of our common stock, we may also enter into one or more forward
sales agreements (each, an "ATM forward contract") with sales agents for the
sale of our shares of common stock under our ATM Program.

During the three and nine months ended September 30, 2021, we utilized the
forward provisions under the ATM Program to allow for the sale of an aggregate
of 9.1 million shares of our common stock at an initial weighted average net
price of $35.25 per share, after commissions. We did not utilize the forward
provisions under the ATM program during the three and nine months ended
September 30, 2022. Through September 30, 2022, no shares were settled under ATM
forward contracts. Therefore, at September 30, 2022, 9.1 million shares remained
outstanding under ATM forward contracts. These ATM forward contracts mature in
the first quarter of 2023.

During the three and nine months ended September 30, 2022, we did not issue any shares of our common stock under the ATM Program.


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At September 30, 2022, $1.18 billion of our common stock remained available for
sale under the ATM Program. Actual future sales of our common stock will depend
upon a variety of factors, including but not limited to market conditions, the
trading price of our common stock, and our capital needs. We have no obligation
to sell any of the remaining shares under our ATM Program.

See Note 11 to the Consolidated Financial Statements for additional information about our ATM Program.



Share Repurchase Program

On August 1, 2022, our Board of Directors approved the Share Repurchase Program
under which we may acquire shares of our common stock in the open market up to
an aggregate purchase price of $500 million. Purchases of common stock under the
Share Repurchase Program may be exercised at our discretion with the timing and
number of shares repurchased depending on a variety of factors, including price,
corporate and regulatory requirements, and other corporate liquidity
requirements and priorities. The Share Repurchase Program expires in August 2024
and may be suspended or terminated at any time without prior notice. During the
three and nine months ended September 30, 2022, we repurchased 2.1 million
shares of our common stock at a weighted average price of $27.16 per share for a
total of $56 million. Therefore, at September 30, 2022, $444 million of our
common stock remained available for repurchase under the Share Repurchase
Program.

Shelf Registration



In May 2021, we filed a prospectus with the SEC as part of a registration
statement on Form S-3, using an automatic shelf registration process. This shelf
registration statement expires on May 13, 2024 and at or prior to such time, we
expect to file a new shelf registration statement. Under the "shelf" process, we
may sell any combination of the securities described in the prospectus through
one or more offerings. The securities described in the prospectus include common
stock, preferred stock, depositary shares, debt securities, and warrants.

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Non-GAAP Financial Measures Reconciliations



The following is a reconciliation from net income (loss) applicable to common
shares, the most directly comparable financial measure calculated and presented
in accordance with GAAP, to Nareit FFO, FFO as Adjusted, and AFFO (in thousands,
except per share data):

                                                                   Three Months Ended                     Nine Months Ended
                                                                      September 30,                         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


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                                                             Three Months Ended                     Nine Months Ended
                                                                September 30,                         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




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

_______________________________________


(1)This amount can be reconciled by combining the balances from the
corresponding line of the Consolidated Statements of Operations and the detailed
financial information for discontinued operations in Note 4 to the Consolidated
Financial Statements.
(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.

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Table of Contents

Critical Accounting Estimates and Recent Accounting Pronouncements



The preparation of financial statements in conformity with U.S. GAAP requires
our management to use judgment in the application of critical accounting
estimates and assumptions. We base estimates on the best information available
to us at the time, our experience and on various other assumptions believed to
be reasonable under the circumstances. These estimates affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenue and expenses during the reporting periods. If our judgment or
interpretation of the facts and circumstances relating to various transactions
or other matters had been different, it is possible that different accounting
would have been applied, resulting in a different presentation of our
consolidated financial statements. From time to time, we re-evaluate our
estimates and assumptions. In the event estimates or assumptions prove to be
different from actual results, adjustments are made in subsequent periods to
reflect more current estimates and assumptions about matters that are inherently
uncertain. A discussion of accounting estimates that we consider critical in
that they may require complex judgment in their application or require estimates
about matters that are inherently uncertain is included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 in "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
Note 2 to the Consolidated Financial Statements. There have been no significant
changes to our critical accounting estimates during the three and nine months
ended September 30, 2022.

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