10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission file number 001-08895

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	33-0091377
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5050 South Syracuse Street, Suite 800

Denver, CO 80237

(Address of principal executive offices) (Zip Code)

(720) 428-5050

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of May 2, 2022, there were 539,557,153 shares of the registrant’s $1.00 par value common stock outstanding.

HEALTHPEAK PROPERTIES, INC.

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income (Loss)	5
	Consolidated Statements of Equity and Redeemable Noncontrolling Interests	6
	Consolidated Statements of Cash Flows	7
	Notes to the Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52
PART II. OTHER INFORMATION
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 6.	Exhibits	54
Signatures		55

2

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Healthpeak Properties, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	March 31, 2022		December 31, 2021
ASSETS
Real estate:
Buildings and improvements	$	12,368,124	$	12,025,271
Development costs and construction in progress	739,451		877,423
Land	2,706,909		2,603,964
Accumulated depreciation and amortization	(2,975,337)		(2,839,229)
Net real estate	12,839,147		12,667,429
Net investment in direct financing leases	—		44,706
Loans receivable, net of reserves of $1,944 and $1,813	409,753		415,811
Investments in and advances to unconsolidated joint ventures	403,159		403,634
Accounts receivable, net of allowance of $2,068 and $1,870	54,106		48,691
Cash and cash equivalents	89,066		158,287
Restricted cash	52,103		53,454
Intangible assets, net	497,104		519,760
Assets held for sale and discontinued operations, net	33,812		37,190
Right-of-use asset, net	232,457		233,942
Other assets, net	676,543		674,615
Total assets	$	15,287,250	$	15,257,519
LIABILITIES AND EQUITY
Bank line of credit and commercial paper	$	1,330,813	$	1,165,975
Senior unsecured notes	4,654,056		4,651,933
Mortgage debt	350,713		352,081
Intangible liabilities, net	175,355		177,232
Liabilities related to assets held for sale and discontinued operations, net	14,318		15,056
Lease liability	203,988		204,547
Accounts payable, accrued liabilities, and other liabilities	695,373		755,384
Deferred revenue	817,022		789,207
Total liabilities	8,241,638		8,111,415
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests	97,890		87,344
Common stock, $1.00 par value: 750,000,000 shares authorized; 539,523,537 and 539,096,879 shares issued and outstanding	539,524		539,097
Additional paid-in capital	10,084,687		10,100,294
Cumulative dividends in excess of earnings	(4,212,941)		(4,120,774)
Accumulated other comprehensive income (loss)	(3,047)		(3,147)
Total stockholders’ equity	6,408,223		6,515,470
Joint venture partners	338,443		342,234
Non-managing member unitholders	201,056		201,056
Total noncontrolling interests	539,499		543,290
Total equity	6,947,722		7,058,760
Total liabilities and equity	$	15,287,250	$	15,257,519

See accompanying Notes to the Unaudited Consolidated Financial Statements.

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Healthpeak Properties, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
Revenues:
Rental and related revenues	$	370,150	$	327,972
Resident fees and services	121,560		116,128
Income from direct financing leases	1,168		2,163
Interest income	5,494		9,013
Total revenues	498,372		455,276
Costs and expenses:
Interest expense	37,586		46,843
Depreciation and amortization	177,733		157,538
Operating	207,247		181,761
General and administrative	23,831		24,902
Transaction costs	296		798
Impairments and loan loss reserves (recoveries), net	132		3,242
Total costs and expenses	446,825		415,084
Other income (expense):
Gain (loss) on sales of real estate, net	3,856		—
Gain (loss) on debt extinguishments	—		(164,292)
Other income (expense), net	18,316		2,200
Total other income (expense), net	22,172		(162,092)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	73,719		(121,900)
Income tax benefit (expense)	(777)		(8)
Equity income (loss) from unconsolidated joint ventures	2,084		1,323
Income (loss) from continuing operations	75,026		(120,585)
Income (loss) from discontinued operations	317		270,008
Net income (loss)	75,343		149,423
Noncontrolling interests’ share in continuing operations	(3,730)		(3,306)
Noncontrolling interests’ share in discontinued operations	—		(329)
Net income (loss) attributable to Healthpeak Properties, Inc.	71,613		145,788
Participating securities’ share in earnings	(1,976)		(2,451)
Net income (loss) applicable to common shares	$	69,637	$	143,337
Basic earnings (loss) per common share:
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27
Diluted earnings (loss) per common share:
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27
Weighted average shares outstanding:
Basic	539,352		538,679
Diluted	539,586		538,679

See accompanying Notes to the Unaudited Consolidated Financial Statements.

4

Healthpeak Properties, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	75,343	$	149,423
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives	—		332
Change in Supplemental Executive Retirement Plan obligation and other	100		107
Reclassification adjustment realized in net income (loss)	—		(251)
Total other comprehensive income (loss)	100		188
Total comprehensive income (loss)	75,443		149,611
Total comprehensive (income) loss attributable to noncontrolling interests’ share in continuing operations	(3,730)		(3,306)
Total comprehensive (income) loss attributable to noncontrolling interests’ share in discontinued operations	—		(329)
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc.	$	71,713	$	145,976

See accompanying Notes to the Unaudited Consolidated Financial Statements.

5

Healthpeak Properties, Inc.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(In thousands, except per share data)

(Unaudited)

For the three months ended March 31, 2022:

	Common Stock			Additional Paid-In Capital		Cumulative Dividends In Excess Of Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Total Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	Shares	Amount
January 1, 2022	539,097	$	539,097	$	10,100,294	$	(4,120,774)	$	(3,147)	$	6,515,470	$	543,290	$	7,058,760	$	87,344
Net income (loss)	—	—		—		71,613		—		71,613		3,718		75,331		12
Other comprehensive income (loss)	—	—		—		—		100		100		—		100		—
Issuance of common stock, net	766	766		(437)		—		—		329		—		329		—
Repurchase of common stock	(339)	(339)		(11,013)		—		—		(11,352)		—		(11,352)		—
Amortization of stock-based compensation	—	—		6,144		—		—		6,144		—		6,144		—
Common dividends ($0.30 per share)	—	—		—		(163,780)		—		(163,780)		—		(163,780)		—
Distributions to noncontrolling interests	—	—		—		—		—		—		(7,509)		(7,509)		—
Contributions from noncontrolling interests	—	—		—		—		—		—		—		—		233
Adjustments to redemption value of redeemable noncontrolling interests	—	—		(10,301)		—		—		(10,301)		—		(10,301)		10,301
March 31, 2022	539,524	$	539,524	$	10,084,687	$	(4,212,941)	$	(3,047)	$	6,408,223	$	539,499	$	6,947,722	$	97,890

For the three months ended March 31, 2021:

	Common Stock			Additional Paid-In Capital		Cumulative Dividends In Excess Of Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Total Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	Shares	Amount
January 1, 2021	538,405	$	538,405	$	10,175,235	$	(3,976,232)	$	(3,685)	$	6,733,723	$	556,227	$	7,289,950	$	57,396
Net income (loss)	—	—		—		145,788		—		145,788		3,635		149,423		—
Other comprehensive income (loss)	—	—		—		—		188		188		—		188		—
Issuance of common stock, net	879	879		208		—		—		1,087		—		1,087		—
Repurchase of common stock	(398)	(398)		(11,767)		—		—		(12,165)		—		(12,165)		—
Amortization of stock-based compensation	—	—		5,413		—		—		5,413		—		5,413		—
Common dividends ($0.30 per share)	—	—		—		(164,118)		—		(164,118)		—		(164,118)		—
Distributions to noncontrolling interests	—	—		—		—		—		—		(7,718)		(7,718)		(52)
Contributions from noncontrolling interests	—	—		—		—		—		—		—		—		148
Adjustments to redemption value of redeemable noncontrolling interests	—	—		(20,921)		—		—		(20,921)		—		(20,921)		20,921
March 31, 2021	538,886	$	538,886	$	10,148,168	$	(3,994,562)	$	(3,497)	$	6,688,995	$	552,144	$	7,241,139	$	78,413

See accompanying Notes to the Unaudited Consolidated Financial Statements.

6

Healthpeak Properties, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	75,343	$	149,423
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of real estate, in-place lease, and other intangibles	177,733		157,538
Amortization of stock-based compensation	4,721		4,364
Amortization of deferred financing costs	2,689		2,213
Straight-line rents	(11,158)		(9,135)
Amortization of nonrefundable entrance fees and above/below market lease intangibles	(24,725)		(23,764)
Equity loss (income) from unconsolidated joint ventures	(2,148)		(1,008)
Distributions of earnings from unconsolidated joint ventures	237		237
Loss (gain) on sale of real estate under direct financing leases	(22,693)		—
Deferred income tax expense (benefit)	(79)		(1,148)
Impairments and loan loss reserves (recoveries), net	132		3,242
Loss (gain) on debt extinguishments	—		164,292
Loss (gain) on sales of real estate, net	(3,785)		(259,662)
Loss (gain) upon change of control, net	—		(1,042)
Casualty-related loss (recoveries), net	—		859
Other non-cash items	(1,593)		(726)
Changes in:
Decrease (increase) in accounts receivable and other assets, net	(4,144)		11,567
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue	3,653		(74,524)
Net cash provided by (used in) operating activities	194,183		122,726
Cash flows from investing activities:
Acquisitions of real estate	(134,067)		(14,914)
Development, redevelopment, and other major improvements of real estate	(178,285)		(135,339)
Leasing costs, tenant improvements, and recurring capital expenditures	(22,839)		(20,710)
Proceeds from sales of real estate, net	13,265		937,492
Contributions to unconsolidated joint ventures	(1,486)		(5,924)
Distributions in excess of earnings from unconsolidated joint ventures	3,875		10,825
Proceeds from sales/principal repayments on loans receivable and direct financing leases	75,435		—
Investments in loans receivable and other	(1,860)		(3,704)
Net cash provided by (used in) investing activities	(245,962)		767,726
Cash flows from financing activities:
Borrowings under bank line of credit and commercial paper	3,732,668		3,437,200
Repayments under bank line of credit and commercial paper	(3,567,830)		(2,528,640)
Repayments and repurchase of debt, excluding bank line of credit and commercial paper	(1,270)		(1,491,754)
Payments for debt extinguishment and deferred financing costs	—		(158,011)
Issuance of common stock and exercise of options, net of offering costs	(4)		1,087
Repurchase of common stock	(11,352)		(12,165)
Dividends paid on common stock	(163,447)		(164,118)
Distributions to and purchase of noncontrolling interests	(7,509)		(7,718)
Contributions from and issuance of noncontrolling interests	233		—
Net cash provided by (used in) financing activities	(18,511)		(924,119)
Net increase (decrease) in cash, cash equivalents and restricted cash	(70,290)		(33,667)
Cash, cash equivalents and restricted cash, beginning of period	219,448		181,685
Cash, cash equivalents and restricted cash, end of period	$	149,158	$	148,018

See accompanying Notes to the Unaudited Consolidated Financial Statements.

7

Healthpeak Properties, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) 

NOTE 1.  Business

Overview

Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). Healthpeak® acquires, develops, leases, owns, and manages healthcare real estate. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) life science; (ii) medical office; and (iii) continuing care retirement community (“CCRC”).

The Company’s corporate headquarters are in Denver, Colorado and it has additional offices in California, Tennessee, and Massachusetts.

Covid Update

The coronavirus (“Covid”) pandemic has caused significant disruption to individuals, governments, financial markets, and businesses, including the Company. The Company’s 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. The Company evaluated the impacts of Covid on its business thus far and incorporated information concerning the impact of Covid into its assessments of liquidity, impairments, and collectibility from tenants, residents, and borrowers as of March 31, 2022. The Company will continue to monitor such impacts and will adjust its estimates and assumptions based on the best available information.

NOTE 2.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”).

Revision to Additional Paid-In Capital and Redeemable Noncontrolling Interests

During the third quarter of 2021, the Company identified and corrected immaterial errors in the classification and redemption value of redeemable noncontrolling interests of consolidated joint ventures in its life science segment. The Company corrected the classification of its redeemable noncontrolling interests and increased the balance to its estimated redemption value, with a corresponding decrease to additional paid-in capital (“APIC”) in accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity.

The increase in the unrealized value of the redeemable noncontrolling interests was largely attributable to rapidly rising rents and compressing capitalization rates in the market in which the entities operate, and was identified and corrected by management. The Company determined the impact of the adjustments to be immaterial, individually and in the aggregate, based on consideration of quantitative and qualitative factors. As such, these adjustments are reflected in this Quarterly Report on Form 10-Q for the three months ended March 31, 2021.

8

These adjustments had no impact on the Consolidated Statements of Cash Flows, Consolidated Statements of Operations, or any per share amounts. The Company made changes (all amounts in thousands) to the Consolidated Statements of Equity and Redeemable Noncontrolling Interests to decrease APIC, total stockholders’ equity, and total equity as of March 31, 2021 by $75,543 with a corresponding increase to redeemable noncontrolling interests of $78,413 and a decrease to accounts payable, accrued liabilities, and other liabilities as of March 31, 2021 of $2,870 on the Consolidated Balance Sheet.

Government Grant Income

On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2022 and 2021, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the Covid pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of March 31, 2022, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture.

The following table summarizes information related to government grant income received and recognized by the Company (in thousands):

	Three Months Ended March 31,
	2022		2021
Government grant income recorded in other income (expense), net	$	6,552	$	1,310
Government grant income recorded in equity income (loss) from unconsolidated joint ventures	648		426
Government grant income recorded in income (loss) from discontinued operations	206		3,232
Total government grants received	$	7,406	$	4,968

Discontinued Operations

Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions

During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and Senior Housing Operating Property (“SHOP”) properties and concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties. See Note 4 for further information.

Recent Accounting Pronouncements

Adopted

Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements. The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.

Not Yet Adopted

Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2020-04 and ASU 2021-01 were effective immediately and may be applied through December 31, 2022. The Company is evaluating whether the optional relief provided by ASU 2020-04 or ASU 2021-01 will be adopted but does not expect the adoption of these standards to have a material impact on its consolidated financial position, results of operations, cash flows, or disclosures.

9

NOTE 3.  Real Estate Transactions

2022 Real Estate Investment Acquisitions

67 Smith Place

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

Vista Sorrento Phase II

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

Webster MOB Portfolio

In March 2022, the Company acquired a portfolio of two medical office buildings (“MOBs”) in Houston, Texas for $43 million.

2021 Real Estate Investment Acquisitions

In 2021, the Company closed the following life science acquisitions: (i) eight acquisitions in Cambridge, Massachusetts for $498 million, (ii) one life science acquisition in San Diego, California for $20 million, and (iii) 12 acres of land for $128 million in South San Francisco, California.

Also during 2021, the Company closed the following MOB acquisitions: (i) one MOB in Nashville, Tennessee for $13 million, (ii) one MOB in Denver, Colorado for $38 million, (iii) a portfolio of 14 MOBs for $371 million (the “MOB Portfolio”), (iv) one MOB in Fort Lauderdale, Florida for $16 million; (v) one MOB in Wichita, Kansas for $50 million, (vi) three MOBs in Morristown, New Jersey for $155 million, (vii) two MOBs in Dallas, Texas for $60 million, (viii) one MOB in Seattle, Washington for $43 million, (ix) one MOB in New Orleans, Louisiana for $34 million, and (x) one MOB in Cambridge, Massachusetts for $55 million. In conjunction with the acquisition of the MOB Portfolio, the Company originated $142 million of secured mortgage debt.

Development Activities

The Company’s commitments, which are primarily related to development and redevelopment projects and tenant improvements, decreased by $52 million, to $418 million at March 31, 2022, when compared to December 31, 2021, primarily as a result of actual spend on existing projects in the first quarter of 2022.

NOTE 4.  Dispositions of Real Estate and Discontinued Operations

2022 Dispositions of Real Estate

In January 2022, the Company sold one life science facility in Salt Lake City, Utah for $14 million, resulting in a gain on sale of $4 million.

In April 2022, the Company sold one MOB in San Antonio, Texas for $13 million.

2021 Dispositions of Real Estate

Sunrise Senior Housing Portfolio

In January 2021, the Company sold a portfolio of 32 SHOP assets (the “Sunrise Senior Housing Portfolio”) for $664 million, resulting in an immaterial loss on sale, which is recognized in income (loss) from discontinued operations, and provided the buyer with: (i) financing of $410 million (see Note 6) and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures. The commitment to finance additional debt for capital expenditures was subsequently reduced to $56 million in June 2021 and $47 million in February 2022, $0.4 million of which had been funded as of March 31, 2022 (see Note 6). Upon completion of the license transfer process in June 2021, the Company sold the two remaining Sunrise senior housing triple-net assets for $80 million, resulting in a gain on sale of $22 million, which is recognized in income (loss) from discontinued operations.

Brookdale Triple-Net Portfolio

In January 2021, the Company sold 24 senior housing assets in a triple-net lease with Brookdale Senior Living Inc. for $510 million, resulting in total gain on sale of $169 million, which is recognized in income (loss) from discontinued operations.

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Additional SHOP Portfolio

In January 2021, the Company sold a portfolio of 16 SHOP assets for $230 million, resulting in total gain on sale of $59 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $150 million (see Note 6).

HRA Triple-Net Portfolio

In February 2021, the Company sold eight senior housing assets in a triple-net lease with Harbor Retirement Associates for $132 million, resulting in total gain on sale of $33 million, which is recognized in income (loss) from discontinued operations.

Oakmont SHOP Portfolio

In April 2021, the Company sold a portfolio of 12 SHOP assets for $564 million. In conjunction with the sale, mortgage debt held on two properties with a carrying value of $64 million was repaid and the remaining mortgage debt held on four properties with a carrying value of $107 million was assumed by the buyer. The transaction resulted in total gain on sale of $80 million, which is recognized in income (loss) from discontinued operations.

Discovery SHOP Portfolio

In April 2021, the Company sold a portfolio of 10 SHOP assets for $334 million, resulting in total gain on sale of $9 million, which is recognized in income (loss) from discontinued operations. Also included in this transaction was the sale of two mezzanine loans and two preferred equity investments for $21 million, resulting in no gain or loss on sale of the investments (collectively, the “Discovery SHOP Portfolio”).

Sonata SHOP Portfolio

In April 2021, the Company sold a portfolio of five SHOP assets for $64 million, resulting in total gain on sale of $3 million, which is recognized in income (loss) from discontinued operations.

SLC SHOP Portfolio

In May 2021, the Company sold seven SHOP assets for $113 million and repaid $70 million of mortgage debt that was held on six of the assets, resulting in total gain on sale of $1 million, which is recognized in income (loss) from discontinued operations.

Hoag Hospital

In May 2021, the Company sold one hospital for $226 million through the exercise of a purchase option by a tenant, resulting in gain on sale of $172 million.

2021 Other Dispositions

In addition to the portfolio and individual sales discussed above, during the year ended December 31, 2021, the Company sold the following: (i) 15 SHOP assets for $169 million, (ii) 7 senior housing triple-net assets for $24 million, and (iii) 10 MOBs and a portion of 1 MOB land parcel for $68 million, resulting in total gain on sales of $58 million ($39 million of which is recognized in income (loss) from discontinued operations). In conjunction with one of the SHOP asset sales, mortgage debt held on the property with a carrying value of $36 million was assumed by the buyer. Of these sales, one SHOP asset was sold during the three months ended March 31, 2021 for $5 million resulting in an immaterial gain on sale, which is recognized in income (loss) from discontinued operations.

Held for Sale and Discontinued Operations

During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties.

11

The following summarizes the assets and liabilities classified as held for sale or as discontinued operations at March 31, 2022 and December 31, 2021, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the Consolidated Balance Sheets (in thousands):

	March 31, 2022		December 31, 2021
ASSETS
Accounts receivable, net of allowance of $4,146 and $4,138	$	2,764	$	2,446
Cash and cash equivalents	7,989		7,707
Right-of-use asset, net	23		26
Other assets, net	1,976		3,237
Total assets of discontinued operations, net	12,752		13,416
Assets held for sale, net(1)	21,060		23,774
Assets held for sale and discontinued operations, net	$	33,812	$	37,190
LIABILITIES
Lease liability	$	23	$	26
Accounts payable, accrued liabilities, and other liabilities	14,072		14,843
Deferred revenue	139		92
Total liabilities of discontinued operations, net	14,234		14,961
Liabilities related to assets held for sale, net(1)	84		95
Liabilities related to assets held for sale and discontinued operations, net	$	14,318	$	15,056

_______________________________________

(1)As of March 31, 2022, primarily comprised of five MOBs with net real estate assets of $20 million and right-of-use asset, net of $1 million. As of December 31, 2021, primarily comprised of four MOBs and one life science facility with net real estate assets of $23 million and right-of-use asset, net of $1 million.

12

The results of discontinued operations during the three months ended March 31, 2022 and 2021, or through the disposal date of each asset or portfolio of assets if they have been sold during such periods, as applicable, are included in the consolidated results of operations for the three months ended March 31, 2022 and 2021. Summarized financial information for discontinued operations for the three months ended March 31, 2022 and 2021 are as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Revenues:
Rental and related revenues	$	—	$	5,228
Resident fees and services	2,655		72,998
Total revenues	2,655		78,226
Costs and expenses:
Interest expense	—		2,676
Operating	2,674		71,519
Transaction costs	—		76
Total costs and expenses	2,674		74,271
Other income (expense):
Gain (loss) on sales of real estate, net	(71)		259,662
Other income (expense), net	3		5,885
Total other income (expense), net	(68)		265,547
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	(87)		269,502
Income tax benefit (expense)	340		821
Equity income (loss) from unconsolidated joint ventures	64		(315)
Income (loss) from discontinued operations	$	317	$	270,008

Impairments of Real Estate

During the three months ended March 31, 2022 and 2021, the Company did not recognize any impairment charges.

Other Losses

During the three months ended March 31, 2022, the Company recognized $14 million of expenses within other income (expense), net on the Consolidated Statements of Operations for tenant relocation and other costs associated with a planned MOB demolition.

NOTE 5.  Leases

Lease Income

The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Fixed income from operating leases	$	287,292	$	262,937
Variable income from operating leases	82,858		65,035
Interest income from direct financing leases	1,168		2,163

Direct Financing Leases

2022 Direct Financing Lease Sale

During the first quarter of 2022, the Company sold its remaining hospital classified as a direct financing lease (“DFL”) for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net.

13

Net investment in DFLs consists of the following (in thousands):

	March 31, 2022		December 31, 2021
Present value of minimum lease payments receivable	$	—	$	1,220
Present value of estimated residual value	—		44,706
Less deferred selling profits	—		(1,220)
Net investment in direct financing leases	$	—	$	44,706

Direct Financing Lease Internal Ratings

At March 31, 2022, the Company had no properties classified as a DFL. At December 31, 2021, the Company had one hospital classified as a DFL with a carrying amount of $45 million and an internal rating of “performing”.

NOTE 6.  Loans Receivable

The following table summarizes the Company’s loans receivable (in thousands):

	March 31, 2022		December 31, 2021
Secured loans(1)	$	388,746	$	396,281
Mezzanine and other	26,252		25,529
Unamortized discounts, fees, and costs	(3,301)		(4,186)
Reserve for loan losses	(1,944)		(1,813)
Loans receivable, net	$	409,753	$	415,811

_______________________________________

(1)At March 31, 2022, the Company had $49 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. At December 31, 2021, the Company had $58 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects.

SHOP Seller Financing

In conjunction with the sale of 32 SHOP facilities in the Sunrise Senior Housing Portfolio for $664 million in January 2021 (see Note 4), the Company provided the buyer with initial financing of $410 million. The remainder of the sales price was received in cash at the time of sale. Additionally, the Company agreed to provide up to $92 million of additional financing for capital expenditures (up to 65% of the estimated cost of capital expenditures). The additional financing was subsequently reduced to $56 million in June 2021 and $47 million in February 2022 in conjunction with the principal repayments discussed below. Through March 31, 2022, $0.4 million of the additional financing had been funded. The initial and additional financing is secured by the buyer's equity ownership in each property.

In June 2021, the Company received principal repayments of $246 million on the initial financing provided in conjunction with the sale of the Sunrise Senior Housing Portfolio. Additionally, in February 2022, the Company received principal repayments of $8 million in conjunction with the disposition of the underlying collateral. As of March 31, 2022 and December 31, 2021, this secured loan had an outstanding balance of $157 million and $165 million, respectively.

In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021 (see Note 4), the Company provided the buyer with financing of $150 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer's equity ownership in each property.

During the first quarter of 2021, the Company reduced the consideration and reported gain on sales of real estate and recognized a mark-to-market discount of $16 million for certain transactions with seller financing. The Company’s discount is based on the difference between the stated interest rates (ranging from 3.50% to 4.50%) and corresponding prevailing market rates of approximately 5.25% as of the transaction dates. The discount is recognized as interest income over the term of the discounted loans (ranging from one to three years) using the effective interest rate method. During the three months ended March 31, 2022 and 2021, the Company recognized $1 million and $2 million, respectively, of non-cash interest income related to the amortization of its mark-to-market discounts.

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2021 Other Loans Receivable Transactions

The Company classifies a loan receivable as held for sale when management no longer has the intent or ability to hold the loan receivable for the foreseeable future or until maturity. If a loan receivable is classified as held for sale, previously recorded reserves for loan losses are reversed and the loan is reported at the lower of amortized cost or fair value. During the second quarter of 2021, two loans receivable with a total amortized cost of $64 million were classified as held for sale. Upon the transfer of these two loans to held for sale, the carrying value was decreased by $11 million to an estimated fair value of $53 million, $8 million of which was previously recognized as a reserve for loan losses. In 2021, the Company sold these two loans receivable previously classified as held for sale for their aggregate carrying value of $53 million.

These fair value estimates were made for each individual loan classified as held for sale and primarily relied on a market approach, utilizing comparable market transactions, forecasted sales prices, and negotiations with prospective buyers. These estimates are considered to be a Level 3 measurement within the fair value hierarchy, and are subject to inherent uncertainties.

Additionally, in April 2021, the Company sold two mezzanine loans as part of the Discovery SHOP Portfolio disposition (see Note 4), resulting in no gain or loss on sale of the mezzanine loans.

In May 2021, the Company received a $10 million principal repayment related to one of its secured loans. In September 2021, the Company received repayment of the remaining $15 million balance.

In July 2021, the Company received full repayment of the outstanding balance of an $8 million secured loan.

CCRC Resident Loans

For certain residents that qualify, CCRCs may offer to lend residents the necessary funds to satisfy the entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. The loans are due upon sale of the previous residence. At March 31, 2022 and December 31, 2021, the Company held $25 million and $24 million, respectively, of such notes receivable, which are included in mezzanine and other in the table above.

Loans Receivable Internal Ratings

In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans that are deemed Performing meet all present contractual obligations, and collection and timing of all amounts owed is reasonably assured. Watch List Loans are defined as loans that do not meet the definition of Performing or Workout. Workout Loans are defined as loans in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.

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The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of March 31, 2022 (in thousands):

Investment Type	Year of Origination												Total
	2022		2021		2020		2019		2018		Prior
Secured loans
Risk rating:
Performing loans	$	—	$	301,796	$	79,512	$	2,199	$	—	$	—	$	383,507
Watch list loans	—		—		—		—		—		—		—
Workout loans	—		—		—		—		—		—		—
Total secured loans	$	—	$	301,796	$	79,512	$	2,199	$	—	$	—	$	383,507
Mezzanine and other
Risk rating:
Performing loans	$	12,521	$	12,284	$	1,441	$	—	$	—	$	—	$	26,246
Watch list loans	—		—		—		—		—		—		—
Workout loans	—		—		—		—		—		—		—
Total mezzanine and other	$	12,521	$	12,284	$	1,441	$	—	$	—	$	—	$	26,246

Reserve for Loan Losses

The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. The determination of loan losses also considers concentration of credit risk associated with the senior housing industry to which its loans receivable relate. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis, which the Company utilizes to calculate the debt service coverages used in its assessment of internal ratings, which is a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, NOI, occupancy, rental rates, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures.

In its assessment of current expected credit losses for loans receivable and unfunded loan commitments, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each loan to estimate a probability of default and a resulting loss for each loan receivable. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends.

The following table summarizes the Company’s reserve for loan losses (in thousands):

	March 31, 2022						December 31, 2021
	Secured Loans		Mezzanine and Other		Total		Secured Loans		Mezzanine and Other		Total
Reserve for loan losses, beginning of period	$	1,804	$	9	$	1,813	$	3,152	$	7,128	$	10,280
Provision for expected loan losses	134		(3)		131		793		896		1,689
Expected loan losses related to loans sold or repaid(1)	—		—		—		(2,141)		(8,015)		(10,156)
Reserve for loan losses, end of period	$	1,938	$	6	$	1,944	$	1,804	$	9	$	1,813

_______________________________________

(1)Includes six loans sold or repaid during the year ended December 31, 2021.

Additionally, at each of March 31, 2022 and December 31, 2021, a liability of $0.3 million related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities.

16

NOTE 7.  Investments in and Advances to Unconsolidated Joint Ventures

The Company owns interests in the following entities that are accounted for under the equity method, excluding investments classified as discontinued operations (dollars in thousands): 

				Carrying Amount
				March 31,		December 31,
Entity(1)	Segment	Property Count(2)	Ownership %(2)	2022		2021
SWF SH JV	Other	19	54	$	353,268	$	355,394
Life Science JV	Life science	1	49	26,572		25,605
Needham Land Parcel JV(3)	Life science	—	38	14,346		13,566
Medical Office JVs(4)	Medical office	3	20 - 67	8,973		9,069
				$	403,159	$	403,634

_______________________________________

(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures.

(2)Property counts and ownership percentages are as of March 31, 2022.

(3)In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Land held for development is excluded from the property count as of March 31, 2022.

(4)Includes two unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). During 2021, the Company also held a 30% interest in Ventures III, which issued its final distribution and was dissolved.

In April 2021, the Company sold its two preferred equity investments for their carrying value as part of the Discovery SHOP Portfolio disposition (see Note 4). Prior to the sale, the Company’s ownership percentage in these two unconsolidated joint ventures was as follows: (i) Discovery Naples JV (41%) and (ii) Discovery Sarasota JV (47%).

In May 2021, the two remaining CCRCs in the CCRC JV were sold for $38 million, $19 million of which represents the Company’s 49% interest, resulting in an immaterial gain on sale recorded within equity income (loss) from unconsolidated joint ventures during the year ended December 31, 2021.

NOTE 8.  Intangibles

Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):

Intangible lease assets	March 31, 2022		December 31, 2021
Gross intangible lease assets	$	802,078	$	797,675
Accumulated depreciation and amortization	(304,974)		(277,915)
Intangible assets, net	$	497,104	$	519,760
Weighted average remaining amortization period in years	6		6

Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):

Intangible lease liabilities	March 31, 2022		December 31, 2021
Gross intangible lease liabilities	$	239,677	$	234,917
Accumulated depreciation and amortization	(64,322)		(57,685)
Intangible liabilities, net	$	175,355	$	177,232
Weighted average remaining amortization period in years	8		8

17

During the three months ended March 31, 2022, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $4 million and intangible liabilities of $5 million. The intangible assets and liabilities acquired had a weighted average amortization period at acquisition of 9 years and 12 years, respectively.

During the year ended December 31, 2021, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $109 million and intangible liabilities of $57 million. The intangible assets and intangible liabilities acquired had a weighted average amortization period at acquisition of 9 years.

NOTE 9.  Debt

Bank Line of Credit and Term Loan

On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility, with a maturity date of May 23, 2023 and two six-month extension options, subject to certain customary conditions. Also in May 2019, the Company entered into a $250 million unsecured term loan facility, with a maturity date of May 23, 2024 (the “2019 Term Loan”). In July 2021, the Company repaid the $250 million 2019 Term Loan.

In September 2021, the Company executed an amended and restated unsecured revolving line of credit (the “Revolving Facility”) to increase total revolving commitments from $2.5 billion to $3.0 billion and extend the maturity date to January 20, 2026. This maturity date may be further extended pursuant to two six-month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at LIBOR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. The Company also pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at March 31, 2022, the margin on the Revolving Facility was 0.78% and the facility fee was 0.15%. At March 31, 2022 and December 31, 2021, the Company had no balance outstanding under the Revolving Facility.

The Revolving Facility includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. Further, the 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. The Revolving Facility also includes a sustainability-linked pricing component whereby the applicable margin may be reduced by up to 0.025% based on the Company’s achievement of specified sustainability-linked metrics, subject to certain conditions.

The Revolving Facility also contains certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.7 billion. The Company believes it was in compliance with each of these covenants at March 31, 2022.

Commercial Paper Program

In September 2019, the Company established an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured short-term debt securities with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. During 2021, the Company increased the maximum aggregate face or principal amount that can be outstanding at any one time from $1.0 billion to $1.5 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company uses its Revolving Facility as a liquidity backstop for the repayment of unsecured short-term debt securities issued under the Commercial Paper Program. At March 31, 2022, the Company had $1.33 billion of securities outstanding under the Commercial Paper Program, with original maturities of approximately 45 days and a weighted average interest rate of 0.93%. At December 31, 2021, the Company had $1.17 billion of securities outstanding under the Commercial Paper Program, with original maturities of approximately two months and a weighted average interest rate of 0.32%.

Senior Unsecured Notes

At each of March 31, 2022 and December 31, 2021, the Company had senior unsecured notes outstanding with an aggregate principal balance of $4.7 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at March 31, 2022.

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During the three months ended March 31, 2022, the Company did not repurchase or redeem any senior unsecured notes.

The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2021 (dollars in thousands):

Payoff Date	Amount		Coupon Rate		Maturity Year
May 19, 2021(1)	$	251,806	3.40	%	2025
May 19, 2021(1)	298,194		4.00	%	2025
February 26, 2021(2)	188,000		4.25	%	2023
February 26, 2021(2)	149,000		4.20	%	2024
February 26, 2021(2)	331,000		3.88	%	2024
January 28, 2021(2)	112,000		4.25	%	2023
January 28, 2021(2)	201,000		4.20	%	2024
January 28, 2021(2)	469,000		3.88	%	2024

_______________________________________

(1)Upon repurchasing a portion of the 3.40% and 4.00% senior unsecured notes due 2025, the Company recognized a $61 million loss on debt extinguishment during the year ended December 31, 2021.

(2)Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment during the three months ended March 31, 2021.

During the three months ended March 31, 2022, the Company did not issue any senior unsecured notes.

In 2021, the Company completed two green bond offerings. The net proceeds from both green bonds are or will be allocated to eligible green projects, and the Company may choose to allocate or re-allocate net proceeds from such offerings to one more other eligible green projects. The following table summarizes these senior unsecured note issuances for the year ended December 31, 2021 (dollars in thousands):

Issue Date	Amount		Coupon Rate		Maturity Year
November 24, 2021	$	500,000	2.13	%	2028
July 12, 2021	450,000		1.35	%	2027

Mortgage Debt

At March 31, 2022 and December 31, 2021, the Company had $349 million and $350 million, respectively, in aggregate principal of mortgage debt outstanding, which was secured by 18 healthcare facilities, with an aggregate carrying value of $803 million and $811 million, respectively.

Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires insurance on the assets, and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

During each of the three months ended March 31, 2022 and March 31, 2021, the Company made aggregate principal repayments of mortgage debt of $1 million (excluding mortgage debt on assets held for sale and discontinued operations).

In April 2021, in conjunction with the acquisition of the MOB Portfolio, the Company originated $142 million of secured mortgage debt (see Note 3) that matures in May 2026. In April 2022, the Company terminated its existing interest rate cap agreements associated with this variable rate mortgage debt and entered into two interest rate swap contracts that are designated as cash flow hedges and mature in May 2026 (see Note 17).

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Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2022 (dollars in thousands):

					Senior Unsecured Notes(2)				Mortgage Debt(3)
Year	Bank Line of Credit		Commercial Paper(1)		Amount		Interest Rate		Amount		Interest Rate		Total
2022	$	—	$	—	$	—	—	%	$	3,778	3.80	%	$	3,778
2023	—		—		—		—	%	90,089		3.80	%	90,089
2024	—		—		—		—	%	7,024		3.81	%	7,024
2025	—		—		800,000		3.93	%	3,209		3.80	%	803,209
2026	—		1,330,813		650,000		3.39	%	244,523		3.11	%	2,225,336
Thereafter	—		—		3,250,000		3.24	%	366		5.91	%	3,250,366
	—		1,330,813		4,700,000				348,989				6,379,802
(Discounts), premium and debt costs, net	—		—		(45,944)				1,724				(44,220)
	$	—	$	1,330,813	$	4,654,056			$	350,713			$	6,335,582

_______________________________________

(1)Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility.

(2)Effective interest rates on the senior unsecured notes range from 1.54% to 6.91% with a weighted average effective interest rate of 3.39% and a weighted average maturity of 7 years.

(3)Effective interest rates on the mortgage debt range from 2.72% to 5.91% with a weighted average effective interest rate of 3.36% and a weighted average maturity of 4 years.

NOTE 10.  Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.

DownREITs and Other Partnerships

In connection with the formation of certain limited liability companies (“DownREITs”), members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. These indemnification agreements have expirations terms that range through 2039 on a total of 29 properties.

Additionally, the Company owns a 49% interest in the Life Science JV (see Note 7). If the property in the joint venture is sold in a taxable transaction, the Company is generally obligated to indemnify its joint venture partner for its federal and state income taxes associated with the gain that existed at the time of the contribution to the joint venture.

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NOTE 11.  Equity and Redeemable Noncontrolling Interests

Dividends

On April 28, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.30 per share. The common stock cash dividend will be paid on May 20, 2022 to stockholders of record as of the close of business on May 9, 2022.

During the three months ended March 31, 2022 and 2021, the Company declared and paid common stock cash dividends of $0.30 per share.

At-The-Market Equity Offering Program

In February 2020, the Company established an at-the-market equity offering program (as amended from time to time, the “ATM Program”), which was most recently amended in May 2021 to increase the size of the program from $1.25 billion to $1.5 billion, pursuant to which shares of common stock having an aggregate gross sales price of up to $1.5 billion may be sold (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (each, an “ATM forward contract”). The use of ATM forward contracts allows the Company to lock in a share price on the sale of shares at the time the ATM forward contract is effective, but defer receiving the proceeds from the sale of shares until a later date.

ATM forward contracts generally have a one to two year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding ATM forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the ATM forward contract.

At March 31, 2022, $1.18 billion of the Company’s common stock remained available for sale under the ATM Program.

ATM Forward Contracts

During the year ended December 31, 2021, the Company utilized the forward provisions under the ATM Program to allow for the sale of an aggregate of 9.1 million shares of its common stock at an initial weighted average net price of $35.25 per share, after commissions. During the three months ended March 31, 2022, no shares were settled under ATM forward contracts. Therefore, at March 31, 2022, 9.1 million shares remained outstanding under ATM forward contracts.

During the three months ended March 31, 2021, the Company did not utilize the forward provisions under the ATM Program.

ATM Direct Issuances

During the three months ended March 31, 2022 and March 31, 2021, no shares of common stock were issued under the ATM Program.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):

	March 31, 2022		December 31, 2021
Supplemental Executive Retirement Plan minimum liability	$	(3,047)	$	(3,147)
Total accumulated other comprehensive income (loss)	$	(3,047)	$	(3,147)

Redeemable Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time. Each put option is payable in cash and subject to increases in redemption value in the event that the underlying property generates specified returns for the Company and meets certain promote thresholds pursuant to the respective agreements. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period.

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During the year ended December 31, 2021, one of the redeemable noncontrolling interests met the conditions for redemption and the related put option was exercised during the year then ended. Accordingly, the Company made a cash payment for the redemption value of $60 million to the related noncontrolling interest holder during the year ended December 31, 2021 and acquired the redeemable noncontrolling interest associated with this entity. The remaining redeemable noncontrolling interests had not yet met the conditions for redemption as of March 31, 2022 or December 31, 2021. Three of the interests will become redeemable following the passage of a predetermined amount of time, one of which will occur in late 2022, and the remaining two in 2023 and 2024. The fourth interest will become redeemable at the earlier of a predetermined passage of time or stabilization of the underlying development property, which is expected to occur in 2023. The redemption values are subject to change based on the assessment of value at each redemption date.

NOTE 12.  Earnings Per Common Share

Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method and common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

Refer to Note 11 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented. The Company considered the potential dilution resulting from the forward agreements to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. The aggregate effect on the Company’s diluted weighted-average common shares for the three months ended March 31, 2022 and 2021 was zero weighted-average incremental shares from the forward equity sales agreements. 

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator
Income (loss) from continuing operations	$	75,026	$	(120,585)
Noncontrolling interests' share in continuing operations	(3,730)		(3,306)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	71,296		(123,891)
Less: Participating securities' share in continuing operations	(1,976)		(2,451)
Income (loss) from continuing operations applicable to common shares	69,320		(126,342)
Income (loss) from discontinued operations	317		270,008
Noncontrolling interests' share in discontinued operations	—		(329)
Net income (loss) applicable to common shares	$	69,637	$	143,337
Denominator
Basic weighted average shares outstanding	539,352		538,679
Dilutive potential common shares - equity awards(1)	234		—
Diluted weighted average common shares	539,586		538,679
Basic earnings (loss) per common share
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27
Diluted earnings (loss) per common share
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27

_______________________________________

(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options).

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For the three months ended March 31, 2022, the 9.1 million shares under forward sales agreements that have not been settled as of March 31, 2022 were anti-dilutive. For the three months ended March 31, 2021, forward sales agreements had no dilutive impact as no shares remained outstanding under ATM forward contracts during the period.

For the three months ended March 31, 2022 and 2021, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.

NOTE 13.  Segment Disclosures

The Company’s reportable segments, based on how its chief operating decision makers (“CODMs”) evaluate the business and allocate resources, are as follows: (i) life science, (ii) medical office, and (iii) CCRC. The Company has non-reportable segments that are comprised primarily of the Company’s interests in an unconsolidated JV that owns 19 senior housing assets (the “SWF SH JV”) and debt investments. The accounting policies of the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC, as updated by Note 2 herein.

The Company evaluates performance based on property Adjusted NOI. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, income from direct financing leases, and government grant income and exclusive of interest income), less property level operating expenses; NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense.

NOI and Adjusted NOI include the Company’s share of income (loss) from unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) from consolidated joint ventures. Management believes that Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. Additionally, management believes 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.

Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, loans receivable, marketable equity securities, other assets, real estate assets held for sale and discontinued operations, and liabilities related to assets held for sale.

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The following tables summarize information for the reportable segments (in thousands):

For the three months ended March 31, 2022:

	Life Science		Medical Office		CCRC		Other Non-reportable		Corporate Non-segment		Total
Total revenues	$	194,055	$	177,263	$	121,560	$	5,494	$	—	$	498,372
Government grant income(1)	—		—		6,552		—		—		6,552
Less: Interest income	—		—		—		(5,494)		—		(5,494)
Healthpeak’s share of unconsolidated joint venture total revenues	1,431		732		—		18,045		—		20,208
Healthpeak’s share of unconsolidated joint venture government grant income	—		—		333		315		—		648
Noncontrolling interests’ share of consolidated joint venture total revenues	(57)		(8,820)		—		—		—		(8,877)
Operating expenses	(48,189)		(61,170)		(97,888)		—		—		(207,247)
Healthpeak’s share of unconsolidated joint venture operating expenses	(483)		(299)		—		(14,055)		—		(14,837)
Noncontrolling interests’ share of consolidated joint venture operating expenses	19		2,602		—		—		—		2,621
Adjustments to NOI(2)	(14,112)		(3,546)		—		(8)		—		(17,666)
Adjusted NOI	132,664		106,762		30,557		4,297		—		274,280
Plus: Adjustments to NOI(2)	14,112		3,546		—		8		—		17,666
Interest income	—		—		—		5,494		—		5,494
Interest expense	—		(1,036)		(1,865)		—		(34,685)		(37,586)
Depreciation and amortization	(78,138)		(67,773)		(31,822)		—		—		(177,733)
General and administrative	—		—		—		—		(23,831)		(23,831)
Transaction costs	(292)		(4)		—		—		—		(296)
Impairments and loan loss reserves	—		—		—		(132)		—		(132)
Gain (loss) on sales of real estate, net	3,856		—		—		—		—		3,856
Other income (expense), net	(9)		10,937		6,511		(32)		909		18,316
Less: Government grant income	—		—		(6,552)		—		—		(6,552)
Less: Healthpeak’s share of unconsolidated joint venture NOI	(948)		(433)		(333)		(4,305)		—		(6,019)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI	38		6,218		—		—		—		6,256
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	71,283		58,217		(3,504)		5,330		(57,607)		73,719
Income tax benefit (expense)	—		—		—		—		(777)		(777)
Equity income (loss) from unconsolidated joint ventures	966		200		539		379		—		2,084
Income (loss) from continuing operations	72,249		58,417		(2,965)		5,709		(58,384)		75,026
Income (loss) from discontinued operations	—		—		—		—		317		317
Net income (loss)	$	72,249	$	58,417	$	(2,965)	$	5,709	$	(58,067)	$	75,343

_______________________________________

(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).

(2)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.

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For the three months ended March 31, 2021:

	Life Science		Medical Office		CCRC		Other Non-reportable		Corporate Non-segment		Total
Total revenues	$	169,934	$	160,201	$	116,128	$	9,013	$	—	$	455,276
Government grant income(1)	—		—		1,310		—		—		1,310
Less: Interest income	—		—		—		(9,013)		—		(9,013)
Healthpeak’s share of unconsolidated joint venture total revenues	1,337		715		4,488		16,753		—		23,293
Healthpeak’s share of unconsolidated joint venture government grant income	—		—		199		227		—		426
Noncontrolling interests’ share of consolidated joint venture total revenues	(65)		(8,926)		—		—		—		(8,991)
Operating expenses	(39,461)		(51,121)		(91,179)		—		—		(181,761)
Healthpeak’s share of unconsolidated joint venture operating expenses	(425)		(294)		(4,745)		(12,595)		—		(18,059)
Noncontrolling interests’ share of consolidated joint venture operating expenses	20		2,504		—		—		—		2,524
Adjustments to NOI(2)	(11,810)		(1,923)		20		112		—		(13,601)
Adjusted NOI	119,530		101,156		26,221		4,497		—		251,404
Plus: Adjustments to NOI(2)	11,810		1,923		(20)		(112)		—		13,601
Interest income	—		—		—		9,013		—		9,013
Interest expense	(102)		(95)		(1,918)		—		(44,728)		(46,843)
Depreciation and amortization	(68,434)		(57,954)		(31,150)		—		—		(157,538)
General and administrative	—		—		—		—		(24,902)		(24,902)
Transaction costs	(32)		(330)		(432)		(4)		—		(798)
Impairments and loan loss reserves	—		—		—		(3,242)		—		(3,242)
Gain (loss) on debt extinguishments	—		—		—		—		(164,292)		(164,292)
Other income (expense), net	4		(2,279)		2,176		482		1,817		2,200
Less: Government grant income	—		—		(1,310)		—		—		(1,310)
Less: Healthpeak’s share of unconsolidated joint venture NOI	(912)		(421)		58		(4,385)		—		(5,660)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI	45		6,422		—		—		—		6,467
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	61,909		48,422		(6,375)		6,249		(232,105)		(121,900)
Income tax benefit (expense)	—		—		—		—		(8)		(8)
Equity income (loss) from unconsolidated joint ventures	(93)		192		—		1,224		—		1,323
Income (loss) from continuing operations	61,816		48,614		(6,375)		7,473		(232,113)		(120,585)
Income (loss) from discontinued operations	—		—		—		—		270,008		270,008
Net income (loss)	$	61,816	$	48,614	$	(6,375)	$	7,473	$	37,895	$	149,423

______________________________________________________________________________

(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).

(2)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.

See Notes 3, 4, and 5 for significant transactions impacting the Company’s segment assets during the periods presented.

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NOTE 14.  Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

	Three Months Ended March 31,
	2022		2021
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	58,487	$	90,032
Income taxes paid (refunded)	(1,947)		2,521
Capitalized interest	8,305		5,453
Supplemental schedule of non-cash investing and financing activities:
Increase in ROU asset in exchange for new lease liability related to operating leases	179		5,020
Seller financing provided on disposition of real estate asset	—		559,745
Accrued construction costs	163,277		107,798
Vesting of restricted stock units and conversion of non-managing member units into common stock	752		838

The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Leasing costs, tenant improvements, and recurring capital expenditures	$	18	$	1,873
Development, redevelopment, and other major improvements of real estate	—		3,861
Depreciation and amortization of real estate, in-place lease, and other intangibles	—		—

The following table summarizes cash, cash equivalents and restricted cash (in thousands):

	Three Months Ended March 31,
	2022		2021		2022		2021		2022		2021
	Continuing operations				Discontinued operations				Total
Beginning of period:
Cash and cash equivalents	$	158,287	$	44,226	$	7,707	$	53,085	$	165,994	$	97,311
Restricted cash	53,454		67,206		—		17,168		53,454		84,374
Cash, cash equivalents and restricted cash	$	211,741	$	111,432	$	7,707	$	70,253	$	219,448	$	181,685
End of period:
Cash and cash equivalents	$	89,066	$	34,007	$	7,989	$	40,161	$	97,055	$	74,168
Restricted cash	52,103		68,033		—		5,817		52,103		73,850
Cash, cash equivalents and restricted cash	$	141,169	$	102,040	$	7,989	$	45,978	$	149,158	$	148,018

NOTE 15.  Variable Interest Entities

Unconsolidated Variable Interest Entities

At March 31, 2022 and December 31, 2021, the Company had investments in: (i) two unconsolidated VIE joint ventures and (ii) marketable debt securities of one VIE. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (the LLC investment and Needham Land Parcel JV discussed below), it has no formal involvement in these VIEs beyond its investments.

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Debt Securities Investment. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. These securities are classified as held-to-maturity because the Company has the intent and ability to hold the securities until maturity.

LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments).

Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments).

The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2022 was as follows (in thousands):

VIE Type	Asset Type	Maximum Loss Exposure and Carrying Amount(1)
Continuing operations:
CMBS and LLC investment	Other assets, net	$	36,492
Needham Land Parcel JV	Investments in and advances to unconsolidated joint ventures	14,346

_______________________________________

(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest).

As of March 31, 2022, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

See Notes 3, 4, and 7 for additional descriptions of the nature, purpose, and operating activities of the Company’s unconsolidated VIEs and interests therein.

Consolidated Variable Interest Entities

The Company’s consolidated total assets and total liabilities at March 31, 2022 and December 31, 2021 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company.

Ventures V, LLC.  The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures).

Life Science JVs.  The Company holds a 99% ownership interest in multiple joint venture entities that own and lease life science assets (the “Life Science JVs”). The Life Science JVs are VIEs as the members share in control of the entities, but substantially all of the activities are performed on behalf of the Company. The Company consolidates the Life Science JVs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Life Science JVs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Life Science JVs may only be used to settle their contractual obligations (primarily from capital expenditures). Refer to Note 11 for a discussion of certain put options associated with the Life Science JVs.

27

MSREI MOB JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures).

DownREITs.  The Company holds a controlling ownership interest in and is the managing member of seven DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Exchange Accommodation Titleholder. During the three months ended March 31, 2022, the Company acquired two MOBs (the “acquired properties”) using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”). As of March 31, 2022, the Company had not completed the reverse 1031 exchange and as such, the acquired properties remained in the possession of the Exchange Accommodation Titleholder (“EAT”). The EAT was classified as a VIE as it was a “thinly capitalized” entity. The Company consolidated the EAT because it had the ability to control the activities that most significantly impacted the economic performance of the EAT and was, therefore, the primary beneficiary of the EAT. The properties held by the EAT had a carrying value of $43 million as of March 31, 2022. The assets of the EAT primarily consisted of leased properties (net real estate, including intangibles), rents receivable, and cash and cash equivalents; their obligations primarily consisted of capital expenditures for the properties. Assets generated by the EAT may only be used to settle its contractual obligations (primarily from capital expenditures).

Additionally, during the year ended December 31, 2021, the Company acquired two MOBs using reverse 1031 exchanges. As of December 31, 2021, the Company had not completed the reverse 1031 exchanges and as such, the acquired properties remained in the possession of the EAT. These properties held by the EAT had a carrying value of $77 million as of December 31, 2021. These reverse 1031 exchanges were completed in February 2022.

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Total assets and total liabilities include VIE assets and liabilities as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets
Buildings and improvements	$	2,303,407	$	2,303,920
Development costs and construction in progress	107,066		82,303
Land	509,678		548,168
Accumulated depreciation and amortization	(569,437)		(551,097)
Net real estate	2,350,714		2,383,294
Accounts receivable, net	4,854		5,455
Cash and cash equivalents	37,080		22,295
Restricted cash	162		114
Intangible assets, net	109,993		117,180
Assets held for sale and discontinued operations, net	288		754
Right-of-use asset, net	106,600		107,993
Other assets, net	65,201		62,886
Total assets	$	2,674,892	$	2,699,971
Liabilities
Mortgage debt	$	144,425	$	144,350
Intangible liabilities, net	27,549		23,909
Liabilities related to assets held for sale and discontinued operations, net	1,677		1,677
Lease liability	98,474		99,213
Accounts payable, accrued liabilities, and other liabilities	56,712		58,440
Deferred revenue	24,405		21,546
Total liabilities	$	353,242	$	349,135

Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets
Accounts receivable, net	$	62	$	62
Cash and cash equivalents	225		59
Other assets, net	1		633
Total assets	$	288	$	754
Liabilities
Accounts payable, accrued liabilities, and other liabilities	$	1,677	$	1,677
Total liabilities	$	1,677	$	1,677

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NOTE 16.  Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis in the Consolidated Balance Sheets were immaterial at March 31, 2022 and December 31, 2021.

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):

	March 31, 2022(3)				December 31, 2021(3)
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans receivable, net(2)	$	409,753	$	424,346	$	415,811	$	437,607
Marketable debt securities(2)	21,172		21,172		21,003		21,003
Interest rate cap assets(2)	2,391		2,391		397		397
Bank line of credit and commercial paper(2)	1,330,813		1,330,813		1,165,975		1,165,975
Senior unsecured notes(1)	4,654,056		4,669,414		4,651,933		5,054,747
Mortgage debt(2)	350,713		344,995		352,081		352,800

_______________________________________

(1)Level 1: Fair value calculated based on quoted prices in active markets.

(2)Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt, and caps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit and commercial paper, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3)During the three months ended March 31, 2022 and year ended December 31, 2021, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

NOTE 17.  Derivative Financial Instruments

The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes.

In March 2021, the Company repaid $39 million of variable rate secured debt on two SHOP assets and terminated the two remaining related interest rate swap contracts. Therefore, at March 31, 2022 and December 31, 2021, the Company had no remaining interest rate swap contracts.

In April 2021, the Company executed two interest rate cap agreements on its mortgage debt issued in conjunction with the acquisition of the MOB Portfolio (see Note 3).

The following table summarizes the Company’s outstanding interest rate cap agreements as of March 31, 2022 (in thousands):

Date Entered	Maturity Date	Hedge Designation	Notional		Strike Rate	Index	Fair Value(1)
April 2021(2)	May 2024	Non-designated	$	142,100	2.00 %	1 mo. USD-LIBOR-BBA	$	2,391

_____________________________

(1)Derivative assets are recorded in other assets, net in the Consolidated Balance Sheets.

(2)Represents two interest rate cap agreements that manage the Company’s exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates.

During the three months ended March 31, 2022, the Company recognized a $2 million increase in the fair value of the interest rate cap agreements within other income (expense), net.

In April 2022, the Company terminated its existing interest rate cap agreements associated with $142 million of variable rate mortgage debt and entered into two interest rate swap contracts that are designated as cash flow hedges and mature in May 2026.

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NOTE 18.    Accounts Payable, Accrued Liabilities, and Other Liabilities

The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands):

	March 31, 2022		December 31, 2021
Refundable entrance fees(1)	$	281,242	$	288,409
Accrued construction costs	163,277		179,995
Accrued interest	35,753		59,342
Other accounts payable and accrued liabilities	215,101		227,638
Accounts payable, accrued liabilities, and other liabilities	$	695,373	$	755,384

_______________________________________

(1)At March 31, 2022 and December 31, 2021, unamortized nonrefundable entrance fee liabilities were $498 million and $496 million, respectively, which are recorded within deferred revenue on the Consolidated Balance Sheets. During the three months ended March 31, 2022, the Company collected nonrefundable entrance fees of $21 million and recognized amortization of $19 million. During the three months ended March 31, 2021, the Company collected nonrefundable entrance fees of $15 million and recognized amortization of $20 million. The amortization of nonrefundable entrance fees is included within resident fees and services on the Consolidated Statements of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

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:

•the coronavirus (“Covid”) pandemic and health and safety measures intended to reduce its spread, the availability, effectiveness and public usage and acceptance of vaccines, 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

•Covid Update

•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 debt investments and an interest in an unconsolidated joint venture that owns 19 senior housing assets (our “SWF SH JV”).

At March 31, 2022, our portfolio of investments, including properties in our unconsolidated joint ventures, consisted of interests in 483 properties. The following table summarizes information for our reportable and other non-reportable segments, excluding discontinued operations, for the three months ended March 31, 2022 (dollars in thousands):

Segment	Total Portfolio Adjusted NOI(1)		Percentage of Total Portfolio Adjusted NOI		Number of Properties
Life science	$	132,664	48	%	149
Medical office	106,762		39	%	300
CCRC	30,557		11	%	15
Other non-reportable	4,297		2	%	19
Totals	$	274,280	100	%	483

_______________________________________

(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.

Covid Update

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. We anticipate that many of these expenses will remain at these higher levels even after the pandemic passes, and may reduce margins in the business. In addition, the pandemic, including labor and supply chain disruptions and/or other economic conditions caused by the pandemic, could adversely impact the scheduled completion and/or cost of our development, redevelopment and tenant improvement projects.

Senior housing facilities have been disproportionately impacted by Covid and Covid-related fatalities compared to our life science and medical office segments. Although the wide availability of the vaccine has reduced the negative impacts of the pandemic in our CCRC communities and the senior housing facilities owned by our SWF SH JV, we do not yet know the full, long-term economic impact of the Covid pandemic and whether or when occupancy and revenue will return to pre-pandemic levels. 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. In addition, the pandemic has resulted in some potentially long-term changes in traditional economic patterns and arrangements, including that (i) seniors may not seek out senior housing at the same level that they did pre-pandemic; (ii) recent legislation that favors delivery of services at home rather than in an institutional setting could negatively impact the segment; (iii) qualified employees may view employment at senior housing facilities less attractively than they did pre-pandemic; (iv) the number of people who have not returned to the workforce could create long-term staffing shortages; (v) changing expectations around the protection required for residents in senior housing facilities may increase costs; (vi) senior housing operators are undertaking numerous adaptations in response to these changes, the success of which adaptations is uncertain; and (vii) the inflationary environment could permanently alter behavior in unpredictable ways.

We believe we remain well-positioned to navigate economic changes resulting from the pandemic, with approximately $2.12 billion of liquidity available, including $1.69 billion of borrowing capacity under our Revolving Facility (as defined below), $313 million of net proceeds expected from the future settlement of shares issued through our ATM forward contracts (as defined below), and approximately $124 million of cash and cash equivalents as of May 2, 2022.

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 the Covid pandemic and uncertainties we and our tenants, operators, and borrowers may face as a result.

Overview of Transactions

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.

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Other Real Estate Transactions

•During the three months ended March 31, 2022, we sold one life science facility in Utah for $14 million.

•Also during the three months ended March 31, 2022, we sold our remaining hospital classified as a direct financing lease (“DFL”) for $68 million.

•In April 2022, we sold one MOB in San Antonio, Texas for $13 million.

Financing Activities

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

Development Activities

•At March 31, 2022, we had seven life science development projects in process with an aggregate total estimated cost of approximately $1.3 billion.

•During the three months ended March 31, 2022, the following projects were placed in service: (i) three MOB development projects with total costs incurred of $58 million, (ii) one life science development project with total costs incurred of $36 million, (iii) one life science redevelopment project with total costs incurred of $60 million, and (iv) a portion of one life science development project with total costs incurred of $40 million.

Dividends

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

Declaration Date	Record Date	Amount Per Share		Dividend Payment Date
January 27	February 11	$	0.30	February 22
April 28	May 9	0.30		May 20

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 and (ii) debt investments. 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.

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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 include our share of income (loss) generated by unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they provide relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Same-Store (“SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI. 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.

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.

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

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

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

FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction-related items, other impairments (recoveries) and other losses (gains), restructuring and severance related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). 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.

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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. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Although our AFFO computation may not be comparable to that of other REITs, management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. We believe AFFO is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, 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. 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. 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 Months Ended March 31, 2022 to the Three Months Ended March 31, 2021

Overview

Three Months Ended March 31, 2022 and 2021

The following table summarizes results for the three months ended March 31, 2022 and 2021 (in thousands):

	Three Months Ended March 31,
	2022		2021		Change
Net income (loss) applicable to common shares	$	69,637	$	143,337	$	(73,700)
Nareit FFO	243,431		40,233		203,198
FFO as Adjusted	234,818		215,391		19,427
AFFO	202,033		184,798		17,235

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

•a decrease in income from discontinued operations, primarily as a result of: (i) a decrease in gain on sales of real estate from the completion of dispositions of our senior housing portfolios and (ii) decreased NOI from dispositions of our senior housing portfolios;

•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;

•expenses incurred for tenant relocation and other costs associated with a planned MOB demolition; and

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

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

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

•a reduction in interest expense, primarily as a result of senior unsecured notes repurchases and redemptions in the first and second quarters of 2021;

•an increase in government grant income received under the CARES Act in 2022;

•an increase in gains on sale of depreciable real estate related to a life science facility sale in 2022; and

•a reduction in loan loss reserves in 2022 primarily due to a lower loans receivable balance.

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:

•net gain on sales of depreciable real estate; and

•depreciation and amortization expense.

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:

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

•the expenses for tenant relocation and other costs associated with an MOB that we intend to demolish; 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.

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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 March 31, 2022, our Same-Store consists of 385 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 March 31, 2022. Our total property portfolio consisted of 483 and 463 properties at March 31, 2022 and 2021, respectively.

41

Life Science

The following table summarizes results at and for the three months ended March 31, 2022 and 2021 (dollars and square feet in thousands, except per square foot data):

	SS									Total Portfolio(1)
	Three Months Ended March 31,									Three Months Ended March 31,
	2022			2021			Change			2022			2021			Change
Rental and related revenues	$	156,735		$	149,067		$	7,668		$	194,055		$	169,934		$	24,121
Healthpeak’s share of unconsolidated joint venture total revenues	1,431			1,337			94			1,431			1,337			94
Noncontrolling interests’ share of consolidated joint venture total revenues	(50)			(53)			3			(57)			(65)			8
Operating expenses	(38,200)			(33,785)			(4,415)			(48,189)			(39,461)			(8,728)
Healthpeak’s share of unconsolidated joint venture operating expenses	(483)			(425)			(58)			(483)			(425)			(58)
Noncontrolling interests’ share of consolidated joint venture operating expenses	17			14			3			19			20			(1)
Adjustments to NOI(2)	(7,230)			(9,448)			2,218			(14,112)			(11,810)			(2,302)
Adjusted NOI	$	112,220		$	106,707		$	5,513		132,664			119,530			13,134
Less: non-SS Adjusted NOI										(20,444)			(12,823)			(7,621)
SS Adjusted NOI										$	112,220		$	106,707		$	5,513
Adjusted NOI % change							5.2		%
Property count(3)	121			121						149			141
End of period occupancy	98.6		%	98.3		%				98.5		%	97.0		%
Average occupancy	98.4		%	97.9		%				98.2		%	96.6		%
Average occupied square feet	9,025			8,991						10,737			9,809
Average annual total revenues per occupied square foot(4)	$	67		$	63					$	68		$	65
Average annual base rent per occupied square foot(5)	$	52		$	50					$	52		$	51

_______________________________________

(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.

(3)From our first quarter 2021 presentation of Same-Store, we added: (i) six stabilized developments placed in service, (ii) five stabilized acquisitions, (iii) four stabilized redevelopments placed in service, and (iv) one stabilized property that previously experienced a casualty event, and we removed: (i) three life science facilities that were placed into development and (ii) one life science facility that was sold.

(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;

•new leasing activity; and

•mark-to-market lease renewals.

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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Medical Office

The following table summarizes results at and for the three months ended March 31, 2022 and 2021 (dollars and square feet in thousands, except per square foot data):

	SS									Total Portfolio(1)
	Three Months Ended March 31,									Three Months Ended March 31,
	2022			2021			Change			2022			2021			Change
Rental and related revenues	$	145,616		$	139,553		$	6,063		$	176,095		$	158,038		$	18,057
Income from direct financing leases	—			—			—			1,168			2,163			(995)
Healthpeak’s share of unconsolidated joint venture total revenues	709			693			16			732			715			17
Noncontrolling interests’ share of consolidated joint venture total revenues	(8,667)			(8,586)			(81)			(8,820)			(8,926)			106
Operating expenses	(47,969)			(44,332)			(3,637)			(61,170)			(51,121)			(10,049)
Healthpeak’s share of unconsolidated joint venture operating expenses	(299)			(294)			(5)			(299)			(294)			(5)
Noncontrolling interests’ share of consolidated joint venture operating expenses	2,602			2,434			168			2,602			2,504			98
Adjustments to NOI(2)	(1,893)			(2,506)			613			(3,546)			(1,923)			(1,623)
Adjusted NOI	$	90,099		$	86,962		$	3,137		106,762			101,156			5,606
Less: non-SS Adjusted NOI										(16,663)			(14,194)			(2,469)
SS Adjusted NOI										$	90,099		$	86,962		$	3,137
Adjusted NOI % change							3.6		%
Property count(3)	249			249						300			286
End of period occupancy	91.6		%	91.4		%				90.2		%	90.3		%
Average occupancy	91.5		%	91.5		%				90.3		%	90.3		%
Average occupied square feet	18,620			18,624						21,751			20,703
Average annual total revenues per occupied square foot(4)	$	32		$	30					$	33		$	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.

(3)From our first quarter 2021 presentation of Same-Store, we added: (i) 10 stabilized acquisitions, (ii) 3 stabilized redevelopments placed in service, and (iii) 1 MOB that was removed from held for sale classification, and we removed: (i) 5 MOBs that were sold, (ii) 5 MOBs that were classified as held for sale, and (iii) 5 MOBs that were placed into redevelopment.

(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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Continuing Care Retirement Community

The following table summarizes results at and for the three months ended March 31, 2022 and 2021 (dollars in thousands, except per unit data):

	SS									Total Portfolio
	Three Months Ended March 31,									Three Months Ended March 31,
	2022			2021			Change			2022			2021			Change
Resident fees and services	$	121,560		$	116,128		$	5,432		$	121,560		$	116,128		$	5,432
Government grant income(1)	6,552			1,310			5,242			6,552			1,310			5,242
Healthpeak’s share of unconsolidated joint venture total revenues	—			—			—			—			4,488			(4,488)
Healthpeak’s share of unconsolidated joint venture government grant income	—			—			—			333			199			134
Operating expenses	(97,398)			(90,430)			(6,968)			(97,888)			(91,179)			(6,709)
Healthpeak’s share of unconsolidated joint venture operating expenses	—			—			—			—			(4,745)			4,745
Adjustments to NOI(2)	—			—			—			—			20			(20)
Adjusted NOI	$	30,714		$	27,008		$	3,706		30,557			26,221			4,336
Less: non-SS Adjusted NOI										157			787			(630)
SS Adjusted NOI										$	30,714		$	27,008		$	3,706
Adjusted NOI % change							13.7		%
Property count(3)	15			15						15			17
Average occupancy	80.9		%	78.7		%				80.9		%	78.7		%
Average occupied units(4)	5,939			5,854						5,939			6,179
Average annual rent per occupied unit	$	86,285		$	80,245					$	86,506		$	79,059

_______________________________________

(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.

(3)From our first 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 operators for the three-month period.

Same-Store 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 labor costs.

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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 months ended March 31, 2022 and 2021 (in thousands):

	Three Months Ended March 31,
	2022		2021		Change
Interest income	$	5,494	$	9,013	$	(3,519)
Interest expense	37,586		46,843		(9,257)
Depreciation and amortization	177,733		157,538		20,195
General and administrative	23,831		24,902		(1,071)
Transaction costs	296		798		(502)
Impairments and loan loss reserves (recoveries), net	132		3,242		(3,110)
Gain (loss) on sales of real estate, net	3,856		—		3,856
Gain (loss) on debt extinguishments	—		(164,292)		164,292
Other income (expense), net	18,316		2,200		16,116
Income tax benefit (expense)	(777)		(8)		(769)
Equity income (loss) from unconsolidated joint ventures	2,084		1,323		761
Income (loss) from discontinued operations	317		270,008		(269,691)
Noncontrolling interests’ share in continuing operations	(3,730)		(3,306)		(424)
Noncontrolling interests’ share in discontinued operations	—		(329)		329

Interest income

Interest income decreased for the three months ended March 31, 2022 primarily as a result of principal repayments on and sales of loans receivable in 2021 and 2022.

Interest expense

Interest expense decreased for the three months ended March 31, 2022 primarily as a result of senior unsecured notes repurchases and redemptions in the first and second quarters of 2021.

Depreciation and amortization expense

Depreciation and amortization expense increased for the three months ended March 31, 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.

General and administrative expense

General and administrative expenses decreased for the three months ended March 31, 2022 primarily as a result of lower restructuring and severance related charges.

Impairments and loan loss reserves (recoveries), net

Impairments and loan loss reserves (recoveries), net decreased for the three months ended March 31, 2022 as a result of a decrease in loan loss reserves under the current expected credit losses model. The reduction in loan loss reserves for the three months ended March 31, 2022 is primarily due to a lower loans receivable balance.

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Gain (loss) on sales of real estate, net

Gain (loss) on sales of real estate, net increased during the three months ended March 31, 2022 primarily as a result of the sale of one life science facility for $14 million during the three months ended March 31, 2022 resulting in total gain on sale of $4 million. Other than dispositions related to our senior housing portfolios included in income (loss) from discontinued operations as discussed below, there were no real estate sales during the three months ended March 31, 2021.

Gain (loss) on debt extinguishments

Loss on debt extinguishments decreased for the three months ended March 31, 2022 as a result of no senior unsecured note repurchases or redemptions during the first quarter of 2022 as compared to the repurchase and redemption of certain outstanding senior notes in the first quarter of 2021.

Other income (expense), net

Other income (expense), net increased for the three months ended March 31, 2022 primarily 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 a planned MOB demolition.

Income tax benefit (expense)

Income tax expense increased for the three months ended March 31, 2022 primarily as a result of the tax impact of an increase in government grant income received under the CARES Act.

Equity income (loss) from unconsolidated joint ventures

Equity income from unconsolidated joint ventures increased for the three months ended March 31, 2022 as a result of our share of net income from the Life Science JV, partially offset by our share of decreased net income from the SWF SH JV.

Income (loss) from discontinued operations

Income from discontinued operations decreased for the three months ended March 31, 2022 primarily as a result of: (i) decreased gain on sales of real estate from the completion of dispositions of our senior housing portfolios, (ii) decreased NOI following the dispositions of our senior housing portfolios, and (iii) a decline in government grant income received under the CARES Act for the senior housing portfolio.

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, 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.

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).

46

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 May 2, 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 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 (as defined below), 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 “Covid Update” above for a more comprehensive discussion of the potential impact of Covid on our business.

Changes in Material Cash Requirements and Off-Balance Sheet Arrangements

Our material cash requirements related to debt increased by $166 million to $6.3 billion at March 31, 2022, when compared to December 31, 2021, primarily as a result of issuances of securities under our commercial paper program. As of March 31, 2022, we had $1.33 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 $52 million, to $418 million at March 31, 2022, when compared to December 31, 2021, primarily as a result of actual spend on existing projects in the first quarter of 2022.

Our material cash requirements to provide additional funding for senior housing redevelopment and capital expenditure projects decreased by $9 million, to $49 million at March 31, 2022, when compared to December 31, 2021, primarily as a result of reduced commitments from current quarter 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 March 31, 2022, we had $98 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 three months ended March 31, 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.

There have been no other material changes, outside of the ordinary course of business, during the three months ended March 31, 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.”

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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):

	Three Months Ended March 31,
	2022		2021		Change
Net cash provided by (used in) operating activities	$	194,183	$	122,726	$	71,457
Net cash provided by (used in) investing activities	(245,962)		767,726		(1,013,688)
Net cash provided by (used in) financing activities	(18,511)		(924,119)		905,608

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 three months ended March 31, 2022:

•made investments of $339 million primarily related to the acquisition, development, and redevelopment of real estate; and

•received net proceeds of $93 million primarily from sales of real estate assets and repayments on loans receivable and direct financing leases.

The following are significant investing activities for the three months ended March 31, 2021:

•received net proceeds of $948 million primarily from sales of real estate assets; and

•made investments of $181 million primarily related to the acquisition, development, and redevelopment of real estate and funding of new and existing loans.

Financing Cash Flows

The following are significant financing activities for the three months ended March 31, 2022:

•made net borrowings of $165 million under our Revolving Facility and commercial paper program; and

•paid cash dividends on common stock of $163 million.

The following are significant financing activities for the three months ended March 31, 2021:

•made repayments of $1.6 billion under our senior unsecured notes (including debt extinguishment costs) and mortgage debt;

•made net borrowings of $909 million under our Revolving Facility and commercial paper program; and

•paid cash dividends on common stock of $164 million.

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.

48

Debt

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

Approximately 77% and 78% 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 March 31, 2022 and 2021, respectively. At March 31, 2022, our fixed rate debt and variable rate debt had weighted average interest rates of 3.40% and 1.13%, respectively. At March 31, 2021, our fixed rate debt and variable rate debt had weighted average interest rates of 3.77% and 0.51%, respectively. As of March 31, 2022 and 2021, we had $142 million and zero, respectively, of variable rate debt subject to interest rate cap agreements. In April 2022, we terminated these interest rate cap agreements and entered into two interest rate swap contracts that are designated as cash flow hedges and mature in May 2026. For a more detailed discussion of our interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 3 below.

Equity

At March 31, 2022, we had 540 million shares of common stock outstanding, equity totaled $6.9 billion, and our equity securities had a market value of $18.8 billion.

At March 31, 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 March 31, 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 months ended March 31, 2022, no shares were settled under ATM forward contracts. Therefore, at March 31, 2022, 9.1 million shares remained outstanding under ATM forward contracts.

During the three months ended March 31, 2022, we did not issue any shares of our common stock under the ATM Program.

At March 31, 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.

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.

49

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 March 31,
	2022		2021
Net income (loss) applicable to common shares	$	69,637	$	143,337
Real estate related depreciation and amortization	177,733		157,538
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures	5,135		4,453
Noncontrolling interests’ share of real estate related depreciation and amortization	(4,840)		(4,881)
Loss (gain) on sales of depreciable real estate, net(1)	(3,785)		(259,662)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures	(279)		—
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net	12		—
Loss (gain) upon change of control, net	—		(1,042)
Taxes associated with real estate dispositions	(182)		490
Nareit FFO applicable to common shares	243,431		40,233
Distributions on dilutive convertible units and other	2,352		—
Diluted Nareit FFO applicable to common shares	$	245,783	$	40,233
Weighted average shares outstanding - diluted Nareit FFO	546,903		539,016
Impact of adjustments to Nareit FFO:
Transaction-related items	$	296	$	4,113
Other impairments (recoveries) and other losses (gains), net(2)	(8,909)		3,242
Restructuring and severance related charges	—		2,463
Loss (gain) on debt extinguishments	—		164,292
Casualty-related charges (recoveries), net	—		1,048
Total adjustments	$	(8,613)	$	175,158
FFO as Adjusted applicable to common shares	$	234,818	$	215,391
Distributions on dilutive convertible units and other	2,368		1,940
Diluted FFO as Adjusted applicable to common shares	$	237,186	$	217,331
Weighted average shares outstanding - diluted FFO as Adjusted	546,903		546,342

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	Three Months Ended March 31,
	2022		2021
FFO as Adjusted applicable to common shares	$	234,818	$	215,391
Amortization of stock-based compensation	4,721		4,364
Amortization of deferred financing costs	2,689		2,213
Straight-line rents	(11,158)		(9,135)
AFFO capital expenditures	(22,839)		(20,710)
Deferred income taxes	261		(1,723)
Other AFFO adjustments	(6,459)		(5,602)
AFFO applicable to common shares	202,033		184,798
Distributions on dilutive convertible units and other	1,649		1,337
Diluted AFFO applicable to common shares	$	203,682	$	186,135
Weighted average shares outstanding - diluted AFFO	545,078		544,517

	Three Months Ended March 31,
	2022		2021
Diluted earnings per common share	$	0.13	$	0.27
Depreciation and amortization	0.33		0.29
Loss (gain) on sales of depreciable real estate, net	(0.01)		(0.48)
Loss (gain) upon change of control, net	—		(0.01)
Taxes associated with real estate dispositions	0.00		0.00
Diluted Nareit FFO per common share	$	0.45	$	0.07
Transaction-related items	0.00		0.01
Other impairments (recoveries) and other losses (gains), net(2)	(0.02)		0.01
Restructuring and severance related charges	—		0.01
Loss (gain) on debt extinguishments	—		0.30
Casualty-related charges (recoveries), net	—		0.00
Diluted FFO as Adjusted per common share	$	0.43	$	0.40

_______________________________________

(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 months ended March 31, 2022 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 a planned MOB demolition. The remaining activity for the three months ended March 31, 2022 and 2021 includes reserves for loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.

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 months ended March 31, 2022.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We use derivative and other financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative or trading purposes. Derivatives are recorded on the Consolidated Balance Sheets at fair value (see Note 17 to the Consolidated Financial Statements).

Interest Rate Risk. At March 31, 2022, our exposure to interest rate risk was primarily on our variable rate debt. At March 31, 2022, $142 million of our variable-rate debt was subject to interest rate cap agreements. The interest rate caps are non-designated hedges and manage our exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates. At March 31, 2022, both the fair value and carrying value of the interest rate caps were $2 million. In April 2022, we terminated these interest rate cap agreements and entered into two interest rate swap contracts that mature in May 2026. The interest rate swaps are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable-rate debt to fixed interest rates.

Our remaining variable rate debt at March 31, 2022 was comprised of our Revolving Facility, commercial paper program, and certain of our mortgage debt. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs. However, interest rate changes will affect the fair value of our fixed rate instruments. At March 31, 2022, a one percentage point increase in interest rates would decrease the fair value of our fixed rate debt by approximately $270 million and a one percentage point decrease in interest rates would increase the fair value of our fixed rate debt by approximately $291 million. These changes would not materially impact earnings or cash flows. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not materially impact the fair value of those instruments. Assuming a one percentage point increase in the interest rate related to our variable-rate debt and investments, and assuming no other changes in the outstanding balance at March 31, 2022, our annual interest expense would increase by approximately $15 million.

Market Risk.  We have investments in marketable debt securities classified as held-to-maturity because we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current adjusted carrying value; the issuer’s financial condition, capital strength, and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any. At March 31, 2022, both the fair value and carrying value of marketable debt securities was $21 million. These marketable debt securities mature in December 2022.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures.  We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2022.

Changes in Internal Control Over Financial Reporting.  There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

52

PART II. OTHER INFORMATION

Item 1A.  Risk Factors

There are no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

None.

(b)

None.

(c)

The following table sets forth information with respect to purchases of our common stock made by us or on our behalf during the three months ended March 31, 2022.

Period Covered	Total Number Of Shares Purchased(1)	Average Price Paid Per Share		Total Number Of Shares (Or Units) Purchased As Part Of Publicly Announced Plans Or Programs	Maximum Number (Or Approximate Dollar Value) Of Shares (Or Units) That May Yet Be Purchased Under The Plans Or Programs
January 1-31, 2022	182,247	$	34.69	—	—
February 1-28, 2022	132,962	32.35		—	—
March 1-31, 2022	23,469	31.06		—	—
Total	338,678	$	33.52	—	—

_______________________________________

(1)Represents shares of our common stock withheld under our equity incentive plans to offset tax withholding obligations that occur upon vesting of restricted shares. The value of the shares withheld is based on the closing price of our common stock on the last trading day prior to the date the relevant transaction occurred.

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Item 6. Exhibits

3.1	Articles of Restatement of Healthpeak Properties, Inc. (formerly HCP, Inc.) dated June 1, 2012, as supplemented by the Articles Supplementary, dated July 31, 2017, and as amended by the Articles of Amendment, dated October 30, 2019 (incorporated herein by reference to Exhibit 3.1 to Healthpeak’s Annual Report on Form 10-K filed February 13, 2020).
3.2	Articles of Amendment to Articles of Restatement of Healthpeak Properties, Inc. (formerly HCP, Inc.), dated October 30, 2019 (incorporated herein by reference to Exhibit 3.1 to Healthpeak’s Current Report on Form 8-K filed October 30, 2019).
3.3	Sixth Amended and Restated Bylaws of Healthpeak Properties, Inc., dated October 30, 2019 (incorporated herein by reference to Exhibit 3.2 to Healthpeak’s Current Report on Form 8-K filed October 30, 2019).
10.1*†	Form of 2014 Performance Incentive Plan NEO 3-Year Performance-Based Restricted Stock Unit Agreement (adopted 2022).
31.1*	Certification by Thomas M. Herzog, Healthpeak’s Principal Executive Officer, pursuant to Securities Exchange Act Rule 13a-14(a).
31.2*	Certification by Peter A. Scott, Healthpeak’s Principal Financial Officer, pursuant to Securities Exchange Act Rule 13a-14(a).
32.1**	Certification by Thomas M. Herzog, Healthpeak’s Principal Executive Officer, pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
32.2**	Certification by Peter A. Scott, Healthpeak’s Principal Financial Officer, pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________________________

*       Filed herewith.

**     Furnished herewith.

†      Management Contract or Compensatory Plan or Arrangement.

54

SIGNATURES

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

Date: May 4, 2022	Healthpeak Properties, Inc.
	(Registrant)
	/s/ THOMAS M. HERZOG
	Thomas M. Herzog
	Chief Executive Officer
	(Principal Executive Officer)
	/s/ PETER A. SCOTT
	Peter A. Scott
	Chief Financial Officer
	(Principal Financial Officer)
	/s/ SHAWN G. JOHNSTON
	Shawn G. Johnston
	Executive Vice President and
	Chief Accounting Officer
	(Principal Accounting Officer)

55

EX-10.1

HEALTHPEAK PROPERTIES, INC.

3-YEAR PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

THIS 3-YEAR PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective as of [_____], 20[__] (the “Award Date”) by and between Healthpeak Properties, Inc., a Maryland corporation (the “Corporation”), and [_____] (the “Participant”).

W I T N E S S E T H

WHEREAS, the Compensation and Human Capital Committee of the Board of Directors of the Corporation (the “Committee”) has determined that the Participant is eligible to receive an award of restricted stock units, as described below; and

WHEREAS, pursuant to the Healthpeak Properties, Inc. 2014 Performance Incentive Plan, as amended and/or restated from time to time (the “Plan”), the Corporation hereby grants to the Participant, effective as of the date hereof, an award of restricted stock units under the Plan (the “Award”), upon the terms and conditions set forth herein and in the Plan.

NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

1.Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

2.Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant a target award (the “Award”) of [_____] stock units (the “Performance Units”) with respect to the performance period beginning on January 1, [_____] and ending on December 31, [_____] (the “Performance Period”). As used herein, the term “stock unit” means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock solely for purposes of the Plan and this Agreement. The Performance Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Performance Units vest pursuant to Section 3. The Performance Units shall not be treated as property or as a trust fund of any kind. The Committee is the Administrator of the Plan for purposes of the Performance Units. The Award is subject to all of the terms and conditions set forth in this Agreement, and is further subject to all of the terms and conditions of the Plan, as it may be amended from time to time, and any rules adopted by the Committee, as such rules are in effect from time to time.

3.Vesting. Subject to this Section 3 and Section 8, the number of Performance Units ultimately earned and vested under the Award shall be determined in accordance with Exhibit A attached hereto based on whether the Corporation has attained certain pre-established performance goals with respect to the Performance Period. The determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to the Performance Period shall be made by the Committee (the “Committee Determination”). The

Committee Determination shall be made no later than March 15 following the end of the Performance Period (or such earlier time as provided in Section 9(b)). The Performance Units shall not be deemed vested pursuant to any other provision of this Agreement earlier than the date that the Committee makes such determination.

4.Continuance of Employment. Except as otherwise expressly provided in Section 8, the vesting schedule requires continued employment through the date of the Committee Determination (the “Vesting Period”), as provided in Section 3, as a condition to the vesting of the Award and the rights and benefits under this Agreement. Employment for only a portion of the Vesting Period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as provided in Section 8 below or under the Plan.

Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status as an employee at will who is subject to termination without Cause (as defined herein), confers upon the Participant any right to remain employed by or in service to the Corporation or any of its Subsidiaries, interferes in any way with the right of the Corporation or any of its Subsidiaries at any time to terminate such employment or services, or affects the right of the Corporation or any of its Subsidiaries to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.

5.Dividend and Voting Rights.

(a)Limitations on Rights Associated with Units. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights with respect to the Performance Units and any shares of Common Stock underlying or issuable in respect of such Performance Units until such shares of Common Stock are actually issued to and held of record by the Participant.

(b)Dividend Equivalent Rights. Subject to vesting as provided below, the Participant will have the right to receive, with respect to each Performance Unit, an amount equal to the amount of any ordinary cash dividend paid by the Corporation on a share of Common Stock as to which the related dividend record date occurs on or after the first day of the Performance Period and before the date on which the Performance Unit is settled pursuant to Section 7 (a “Dividend Equivalent Right”). Any Dividend Equivalent Right credited with respect to an outstanding Performance Unit that does not vest pursuant to Section 3 shall immediately terminate upon the forfeiture of such Performance Unit, and the Participant shall not be entitled to any payment with respect thereto. In the case of Dividend Equivalent Rights credited with respect to an outstanding Performance Unit that vests pursuant to Section 3, the Dividend Equivalent Rights will be paid to the Participant in cash (without interest) as soon as practicable after the Committee Determination and in all events not later than March 15 of the year that follows the end of the Performance Period. Dividend Equivalent Rights will not be paid

to the Participant with respect to any Performance Units that are forfeited or terminated pursuant to Section 3 or 8.

6.Restrictions on Transfer. Neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.

7.Time and Manner of Payment; Minimum Holding Period Requirement.

(a)Timing and Manner of Payment. As soon as administratively practical following the Committee Determination (and in all events no later than March 15 of the year that follows the end of the Performance Period or such time as provided in Section 9(b)), the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Performance Units subject to the Award that vest in accordance with Section 3; provided, however, that in the event that the vesting and payment of the Performance Units is triggered by the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of such separation from service, the Participant shall not be entitled to any payment of the Performance Units until the earlier of (a) the date which is six months after the Participant’s separation from service with the Corporation for any reason other than death, or (b) the date of the Participant’s death, if and to the extent such delay in payment is required to comply with Section 409A of the Code. The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Performance Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Performance Units deliver to the Corporation any representations or other documents or assurances that the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Participant shall have no further rights with respect to any Performance Units that are paid or that terminate pursuant to this Agreement.

(b)Minimum Holding Period Requirement. As to any shares of Common Stock acquired by the Participant in payment of the Performance Units that vest pursuant to the Award, the Participant agrees that the Participant will not sell, pledge, assign, hypothecate, transfer or otherwise dispose of such shares prior to the date that is one (1) year after the last day of the Performance Period (as the Performance Period may be shortened pursuant to Section 9(b)); provided, however, that the restrictions set forth in this Section 7(b) shall (i) not apply to any shares withheld or reacquired by the Corporation to satisfy tax withholding obligations as contemplated by Section 10, (ii) not apply to any shares sold by the Participant to satisfy any tax liability arising in connection with the payment of the Stock Units (to the extent such tax liability exceeds the tax withholding amounts applicable to such Stock Unit payment), (iii) not apply to any transfer of shares made without consideration (or for only nominal

consideration) to a “family member” (as such term is defined in the SEC General Instructions to a Registration Statement on Form S-8) of the Participant solely for purposes of estate or tax planning, and provided the transfer restrictions on such shares continue in effect after any such transfer, and (iv) lapse upon the Participant’s death or Disability or as otherwise provided by the Corporation. The Corporation may provide for any shares of Common Stock acquired under the Award and issued in book-entry form to include notations regarding the restrictions on transfer imposed under this Section 7(b) (or, as to any such shares issued in certificate form, provide for such certificates to bear appropriate legends regarding such transfer restrictions).

8.Termination of Employment or Services. Notwithstanding any provisions to the contrary in any employment agreement, the Healthpeak Properties, Inc. Executive Severance Plan (as it may be amended from time to time, the “Severance Plan”), the Healthpeak Properties, Inc. Executive Change in Control Severance Plan or successor plan (as it may be amended from time to time, the “CIC Severance Plan”), or any other severance plan adopted by the Corporation, the provisions set forth in this Section 8 are applicable in the event of a termination of the Participant’s employment with the Corporation and its Subsidiaries.

(a)Qualifying Termination. If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or one of its Subsidiaries (the date of such termination of employment is referred to as the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability, or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause (as defined herein), then, subject to the following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) the Performance Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will be entitled to the number of Performance Units the Participant would have received in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period.

In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I, Peer Group II, or Peer Group III (as such terms are defined in Exhibit A), the Performance Period with respect to that Peer Group will end on such Interim Date (in the event there has been more than one Interim Date with respect to such Peer Group on or prior to the Severance Date, the most recent Interim Date as to that Peer Group on or prior to the Severance Date; and in the event that there has been an Interim Date with respect to that Peer Group on or prior to the Severance Date, any new Interim Date after the Severance Date with respect to that Peer Group shall be disregarded) and there will be no new or additional measurement period with respect to such Peer Group after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to such Peer Group for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of the year that follows the

later of the Severance Date or the applicable Interim Date as to that Peer Group (such determination to be the Committee Determination as to such Peer Group) and payment of any portion of the Award that vests as to such Peer Group will be made pursuant to Section 7(a) no later than such March 15 (subject to the Section 409A payment delay provisions as set forth in Section 7(a)). In such circumstances, any Performance Units corresponding to that Peer Group that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall terminate. No additional Performance Units will vest pursuant to Section 9(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date.

Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (other than in connection with the Participant’s death) is subject to the condition precedent that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, or in either case such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time period specified below, and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s claims under the United States Age Discrimination in Employment Act of 1967, as amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of the termination, to consider the release). In addition, the Corporation may require that the Participant’s release be executed no earlier than the Participant’s Severance Date. If the period during which the Participant is permitted to consider the release in accordance with this paragraph begins in one calendar year and ends in a second calendar year, the payment of any Stock Units that remain eligible to vest or are payable pursuant to the preceding paragraphs of this Section 8 shall not be made earlier than the second calendar year.

(b)Forfeiture of Performance Units upon Certain Terminations of Employment. If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or one of its Subsidiaries as a result of (i) a termination of employment by the Corporation or one of its Subsidiaries for Cause, or (ii) a termination of employment by the Participant, excluding any termination contemplated by Section 8(a) (other than a termination contemplated by Section 8(a) but as to which the Participant did not timely satisfy any applicable release requirement pursuant to Section 8(a)) and subject to the next paragraph, all of the

Performance Units shall be automatically terminated and cancelled in full, effective as of the Severance Date, and this Agreement shall be null and void and of no further force and effect.

If, however, the Participant ceases to be employed by the Corporation or one of its Subsidiaries and such termination of employment is a result of a retirement or resignation by the Participant (other than (x) any termination contemplated by Section 8(a) and (y) a termination of employment by the Corporation or one of its Subsidiaries for Cause) and, immediately after such termination of employment, the Participant is a member of the Board or provides consulting services to the Corporation or one of its Subsidiaries under a written consulting agreement entered into by and between the Participant and the Corporation or one of its Subsidiaries, then the termination of employment rules of the preceding paragraph shall not apply when the Participant ceases to be employed by the Corporation or one of its Subsidiaries but shall apply if and when, and effective as of the time that, the Participant ceases to be a member of the Board or ceases to provide consulting services to the Corporation or one of its Subsidiaries under such a written consulting agreement. For clarity, the Participant’s obligations under a confidentiality, noncompetition, non-solicitation, cooperation or similar clause or agreement shall not constitute “consulting services” for purposes of the preceding sentence.

(c)Termination of Performance Units. Any Performance Units that are not vested on the date of the Committee Determination (after giving effect to such Committee Determination) shall terminate. If any unvested Performance Units are terminated pursuant to this Section 8, such Performance Units shall automatically terminate and be cancelled as of the Severance Date or as of the date of the Committee Determination, as the case may be, without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

(d)Definitions. As used in this Agreement:

(i)“Cause” shall have the meaning set forth in the Severance Plan.

(ii)“Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

9.Adjustments upon Specified Events; Change in Control Event.

(a)Adjustments. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Performance Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are paid pursuant to Section 5(b).

(b)Change in Control Event. Upon the occurrence, at any time during the Vesting Period, of a Change in Control Event with respect to the Corporation and

notwithstanding any provision of Section 7.2 or 7.3 of the Plan, any employment agreement, the Severance Plan, the CIC Severance Plan (or successor plan) or any other severance plan adopted by the Corporation, the Performance Period for all Performance Units then outstanding will be shortened, if such Performance Period has not already ended, so that the Performance Period will be deemed to have ended on the day of the Change in Control Event and the Committee Determination pursuant to Section 3 shall be made not later than 20 days following the Change in Control Event. The Vesting Period will be deemed to end on the date of the Change in Control Event even though the Committee Determination may not occur until after such date, such that a Participant employed by the Corporation or a Subsidiary on the date of the Change in Control Event shall be fully vested in any Performance Units that vest as a result of the Committee Determination even if the Participant does not remain employed by the Corporation or a Subsidiary through the date of the Committee Determination. A Participant shall become vested in a number of Performance Units, if any, determined in accordance with Section 3 based on such shortened Performance Period. On or as soon as administratively practical following the Change in Control Event (and in all events no later than thirty (30) days following such Change in Control Event), the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Performance Units that vest in accordance with this Section 9(b).

10.Tax Withholding. Upon vesting of any Performance Units or any distribution of shares of Common Stock in respect of the Performance Units, the Corporation shall reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the applicable withholding rates; provided, however, that in the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Performance Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

11.Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Participant is no longer an Eligible Person, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 11.

12.Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

13.Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Any such amendment must be in writing and signed by the Corporation. Any such amendment that materially and adversely affects the Participant’s rights under this Agreement requires the consent of the Participant in order to be effective with respect to the Award. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. The Participant acknowledges receipt of a copy of this Agreement, the Plan and the Prospectus for the Plan.

14.Limitation on Participant’s Rights. Participation in the Planconfers norights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Performance Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to the Performance Units, as and when payable hereunder. The Award has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant.

15.Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles thereunder.

18.Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

19.Clawback Policy. The Performance Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Performance Units or any shares of Common Stock or other cash or property received with respect to the Performance Units (including any value received from a disposition of the shares acquired upon payment of the Performance Units).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the date first written above.

Healthpeak Properties, Inc.

By: _________________________________________

Name:

Title:

Participant

_________________________________________

Name:

Exhibit A

Award Subject to Relative TSR Performance.

[_____]

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Thomas M. Herzog, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Healthpeak Properties, Inc. for the period ended March 31, 2022;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

4
Date: May 4, 2022	/s/ THOMAS M. HERZOG
	Thomas M. Herzog
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Peter A. Scott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Healthpeak Properties, Inc. for the period ended March 31, 2022;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

4
Date: May 4, 2022	/s/ PETER A. SCOTT
	Peter A. Scott
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Healthpeak Properties, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:

(i) the accompanying quarterly report on Form 10-Q of the Company for the period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2022	/s/ THOMAS M. HERZOG
	Thomas M. Herzog
	Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Healthpeak Properties, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:

(i) the accompanying quarterly report on Form 10-Q of the Company for the period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2022	/s/ PETER A. SCOTT
	Peter A. Scott
	Chief Financial Officer
	(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-08895
Entity Registrant Name	Healthpeak Properties, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	33-0091377
Entity Address, Address Line One	5050 South Syracuse Street
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	720
Local Phone Number	428-5050
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	PEAK
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		539,557,153
Entity Central Index Key	0000765880
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Real estate:
Buildings and improvements	$ 12,368,124	$ 12,025,271
Development costs and construction in progress	739,451	877,423
Land	2,706,909	2,603,964
Accumulated depreciation and amortization	(2,975,337)	(2,839,229)
Net real estate	12,839,147	12,667,429
Net investment in direct financing leases	0	44,706
Loans receivable, net of reserves of $1,944 and $1,813	409,753	415,811
Investments in and advances to unconsolidated joint ventures	403,159	403,634
Accounts receivable, net of allowance of $2,068 and $1,870	54,106	48,691
Cash and cash equivalents	89,066	158,287
Restricted cash	52,103	53,454
Intangible assets, net	497,104	519,760
Assets held for sale and discontinued operations, net	33,812	37,190
Right-of-use asset, net	232,457	233,942
Other assets, net	676,543	674,615
Total assets	15,287,250	15,257,519
LIABILITIES AND EQUITY
Bank line of credit and commercial paper	1,330,813	1,165,975
Senior unsecured notes	4,654,056	4,651,933
Mortgage debt	350,713	352,081
Intangible liabilities, net	175,355	177,232
Liabilities related to assets held for sale and discontinued operations, net	14,318	15,056
Lease liability	203,988	204,547
Accounts payable, accrued liabilities, and other liabilities	695,373	755,384
Deferred revenue	817,022	789,207
Total liabilities	8,241,638	8,111,415
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests	97,890	87,344
Common stock, $1.00 par value: 750,000,000 shares authorized; 539,523,537 and 539,096,879 shares issued and outstanding	539,524	539,097
Additional paid-in capital	10,084,687	10,100,294
Cumulative dividends in excess of earnings	(4,212,941)	(4,120,774)
Accumulated other comprehensive income (loss)	(3,047)	(3,147)
Total stockholders’ equity	6,408,223	6,515,470
Joint venture partners	338,443	342,234
Non-managing member unitholders	201,056	201,056
Total noncontrolling interests	539,499	543,290
Total equity	6,947,722	7,058,760
Total liabilities and equity	$ 15,287,250	$ 15,257,519

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet Parenthetical Disclosures
Reserves for loans receivable	$ 1,944	$ 1,813
Allowance for accounts receivable	$ 2,068	$ 1,870
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	539,523,537	539,096,879
Common stock, shares outstanding (in shares)	539,523,537	539,096,879

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Rental and related revenues	$ 370,150	$ 327,972
Resident fees and services	121,560	116,128
Income from direct financing leases	1,168	2,163
Interest income	5,494	9,013
Total revenues	498,372	455,276
Costs and expenses:
Interest expense	37,586	46,843
Depreciation and amortization	177,733	157,538
Operating	207,247	181,761
General and administrative	23,831	24,902
Transaction costs	296	798
Impairments and loan loss reserves (recoveries), net	132	3,242
Total costs and expenses	446,825	415,084
Other income (expense):
Gain (loss) on sales of real estate, net	3,856	0
Gain (loss) on debt extinguishments	0	(164,292)
Other income (expense), net	18,316	2,200
Total other income (expense), net	22,172	(162,092)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	73,719	(121,900)
Income tax benefit (expense)	(777)	(8)
Equity income (loss) from unconsolidated joint ventures	2,084	1,323
Income (loss) from continuing operations	75,026	(120,585)
Income (loss) from discontinued operations	317	270,008
Net income (loss)	75,343	149,423
Noncontrolling interests’ share in continuing operations	(3,730)	(3,306)
Noncontrolling interests’ share in discontinued operations	0	(329)
Net income (loss) attributable to Healthpeak Properties, Inc.	71,613	145,788
Participating securities’ share in earnings	(1,976)	(2,451)
Net income (loss) applicable to common shares	$ 69,637	$ 143,337
Basic earnings (loss) per common share:
Continuing operations (in dollars per share)	$ 0.13	$ (0.23)
Discontinued operations (in dollars per share)	0.00	0.50
Net income (loss) applicable to common shares (in dollars per share)	0.13	0.27
Diluted earnings (loss) per common share:
Continuing operations (in dollars per share)	0.13	(0.23)
Discontinued operations (in dollars per share)	0.00	0.50
Net income (loss) applicable to common shares (in dollars per share)	$ 0.13	$ 0.27
Weighted average shares outstanding:
Basic (in shares)	539,352	538,679
Diluted (in shares)	539,586	538,679

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 75,343	$ 149,423
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives	0	332
Change in Supplemental Executive Retirement Plan obligation and other	100	107
Reclassification adjustment realized in net income (loss)	0	(251)
Total other comprehensive income (loss)	100	188
Total comprehensive income (loss)	75,443	149,611
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc.	71,713	145,976
Continuing Operations
Total comprehensive (income) loss attributable to noncontrolling interests'	(3,730)	(3,306)
Discontinued Operations
Total comprehensive (income) loss attributable to noncontrolling interests'	$ 0	$ (329)

XML

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS - USD ($) shares in Thousands, $ in Thousands	Total	Total Stockholders’ Equity	Common Stock	Additional Paid-In Capital	Cumulative Dividends In Excess Of Earnings	Accumulated Other Comprehensive Income (Loss)	Total Noncontrolling Interests
Balance (in shares) at Dec. 31, 2020			538,405
Balance at Dec. 31, 2020	$ 7,289,950	$ 6,733,723	$ 538,405	$ 10,175,235	$ (3,976,232)	$ (3,685)	$ 556,227
Increase (Decrease) in Stockholders' Equity
Net income (loss)	149,423	145,788			145,788		3,635
Other comprehensive income (loss)	188	188				188
Issuance of common stock, net (in shares)			879
Issuance of common stock, net	1,087	1,087	$ 879	208
Repurchase of common stock (in shares)			(398)
Repurchase of common stock	(12,165)	(12,165)	$ (398)	(11,767)
Amortization of stock-based compensation	5,413	5,413		5,413
Common dividends	(164,118)	(164,118)			(164,118)
Distributions to noncontrolling interests	(7,718)						(7,718)
Adjustments to redemption value of redeemable noncontrolling interests	(20,921)	(20,921)		(20,921)
Balance (in shares) at Mar. 31, 2021			538,886
Balance at Mar. 31, 2021	7,241,139	6,688,995	$ 538,886	10,148,168	(3,994,562)	(3,497)	552,144
Beginning balance at Dec. 31, 2020	57,396
Increase (Decrease) in Redeemable Noncontrolling Interests
Distributions to noncontrolling interests	(52)
Contributions from noncontrolling interests	148
Adjustments to redemption value of redeemable noncontrolling interests	20,921
Ending balance at Mar. 31, 2021	78,413
Balance (in shares) at Dec. 31, 2021			539,097
Balance at Dec. 31, 2021	7,058,760	6,515,470	$ 539,097	10,100,294	(4,120,774)	(3,147)	543,290
Increase (Decrease) in Stockholders' Equity
Net income (loss)	75,331	71,613			71,613		3,718
Other comprehensive income (loss)	100	100				100
Issuance of common stock, net (in shares)			766
Issuance of common stock, net	329	329	$ 766	(437)
Repurchase of common stock (in shares)			(339)
Repurchase of common stock	(11,352)	(11,352)	$ (339)	(11,013)
Amortization of stock-based compensation	6,144	6,144		6,144
Common dividends	(163,780)	(163,780)			(163,780)
Distributions to noncontrolling interests	(7,509)						(7,509)
Adjustments to redemption value of redeemable noncontrolling interests	(10,301)	(10,301)		(10,301)
Balance (in shares) at Mar. 31, 2022			539,524
Balance at Mar. 31, 2022	6,947,722	$ 6,408,223	$ 539,524	$ 10,084,687	$ (4,212,941)	$ (3,047)	$ 539,499
Beginning balance at Dec. 31, 2021	87,344
Increase (Decrease) in Redeemable Noncontrolling Interests
Net income (loss)	12
Distributions to noncontrolling interests	0
Contributions from noncontrolling interests	233
Adjustments to redemption value of redeemable noncontrolling interests	10,301
Ending balance at Mar. 31, 2022	$ 97,890

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CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Common dividends, per share (in dollars per share)	$ 0.30	$ 0.30

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 75,343	$ 149,423
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of real estate, in-place lease, and other intangibles	177,733	157,538
Amortization of stock-based compensation	4,721	4,364
Amortization of deferred financing costs	2,689	2,213
Straight-line rents	(11,158)	(9,135)
Amortization of nonrefundable entrance fees and above/below market lease intangibles	(24,725)	(23,764)
Equity loss (income) from unconsolidated joint ventures	(2,148)	(1,008)
Distributions of earnings from unconsolidated joint ventures	237	237
Loss (gain) on sale of real estate under direct financing leases	(22,693)	0
Deferred income tax expense (benefit)	(79)	(1,148)
Impairments and loan loss reserves (recoveries), net	132	3,242
Loss (gain) on debt extinguishments	0	164,292
Loss (gain) on sales of real estate, net	(3,785)	(259,662)
Loss (gain) upon change of control, net	0	(1,042)
Casualty-related loss (recoveries), net	0	859
Other non-cash items	(1,593)	(726)
Changes in:
Decrease (increase) in accounts receivable and other assets, net	(4,144)	11,567
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue	3,653	(74,524)
Net cash provided by (used in) operating activities	194,183	122,726
Cash flows from investing activities:
Acquisitions of real estate	(134,067)	(14,914)
Development, redevelopment, and other major improvements of real estate	(178,285)	(135,339)
Leasing costs, tenant improvements, and recurring capital expenditures	(22,839)	(20,710)
Proceeds from sales of real estate, net	13,265	937,492
Contributions to unconsolidated joint ventures	(1,486)	(5,924)
Distributions in excess of earnings from unconsolidated joint ventures	3,875	10,825
Proceeds from sales/principal repayments on loans receivable and direct financing leases	75,435	0
Investments in loans receivable and other	(1,860)	(3,704)
Net cash provided by (used in) investing activities	(245,962)	767,726
Cash flows from financing activities:
Borrowings under bank line of credit and commercial paper	3,732,668	3,437,200
Repayments under bank line of credit and commercial paper	(3,567,830)	(2,528,640)
Repayments and repurchase of debt, excluding bank line of credit and commercial paper	(1,270)	(1,491,754)
Payments for debt extinguishment and deferred financing costs	0	(158,011)
Issuance of common stock and exercise of options, net of offering costs	(4)	1,087
Repurchase of common stock	(11,352)	(12,165)
Dividends paid on common stock	(163,447)	(164,118)
Distributions to and purchase of noncontrolling interests	(7,509)	(7,718)
Contributions from and issuance of noncontrolling interests	233	0
Net cash provided by (used in) financing activities	(18,511)	(924,119)
Net increase (decrease) in cash, cash equivalents and restricted cash	(70,290)	(33,667)
Cash, cash equivalents and restricted cash, beginning of period	219,448	181,685
Cash, cash equivalents and restricted cash, end of period	$ 149,158	$ 148,018

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Business

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

Business

Overview

Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). Healthpeak® acquires, develops, leases, owns, and manages healthcare real estate. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) life science; (ii) medical office; and (iii) continuing care retirement community (“CCRC”).

The Company’s corporate headquarters are in Denver, Colorado and it has additional offices in California, Tennessee, and Massachusetts.

Covid Update

The coronavirus (“Covid”) pandemic has caused significant disruption to individuals, governments, financial markets, and businesses, including the Company. The Company’s 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. The Company evaluated the impacts of Covid on its business thus far and incorporated information concerning the impact of Covid into its assessments of liquidity, impairments, and collectibility from tenants, residents, and borrowers as of March 31, 2022. The Company will continue to monitor such impacts and will adjust its estimates and assumptions based on the best available information.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”).

Revision to Additional Paid-In Capital and Redeemable Noncontrolling Interests

During the third quarter of 2021, the Company identified and corrected immaterial errors in the classification and redemption value of redeemable noncontrolling interests of consolidated joint ventures in its life science segment. The Company corrected the classification of its redeemable noncontrolling interests and increased the balance to its estimated redemption value, with a corresponding decrease to additional paid-in capital (“APIC”) in accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity.

The increase in the unrealized value of the redeemable noncontrolling interests was largely attributable to rapidly rising rents and compressing capitalization rates in the market in which the entities operate, and was identified and corrected by management. The Company determined the impact of the adjustments to be immaterial, individually and in the aggregate, based on consideration of quantitative and qualitative factors. As such, these adjustments are reflected in this Quarterly Report on Form 10-Q for the three months ended March 31, 2021.

These adjustments had no impact on the Consolidated Statements of Cash Flows, Consolidated Statements of Operations, or any per share amounts. The Company made changes (all amounts in thousands) to the Consolidated Statements of Equity and Redeemable Noncontrolling Interests to decrease APIC, total stockholders’ equity, and total equity as of March 31, 2021 by $75,543 with a corresponding increase to redeemable noncontrolling interests of $78,413 and a decrease to accounts payable, accrued liabilities, and other liabilities as of March 31, 2021 of $2,870 on the Consolidated Balance Sheet.

Government Grant Income

On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2022 and 2021, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the Covid pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of March 31, 2022, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture.

The following table summarizes information related to government grant income received and recognized by the Company (in thousands):

	Three Months Ended March 31,
	2022		2021
Government grant income recorded in other income (expense), net	$	6,552	$	1,310
Government grant income recorded in equity income (loss) from unconsolidated joint ventures	648		426
Government grant income recorded in income (loss) from discontinued operations	206		3,232
Total government grants received	$	7,406	$	4,968

Discontinued Operations

Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions

During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and Senior Housing Operating Property (“SHOP”) properties and concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties. See Note 4 for further information.

Recent Accounting Pronouncements

Adopted

Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements. The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.

Not Yet Adopted

Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2020-04 and ASU 2021-01 were effective immediately and may be applied through December 31, 2022. The Company is evaluating whether the optional relief provided by ASU 2020-04 or ASU 2021-01 will be adopted but does not expect the adoption of these standards to have a material impact on its consolidated financial position, results of operations, cash flows, or disclosures.

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Real Estate Transactions

3 Months Ended

Mar. 31, 2022

Real Estate [Abstract]

Real Estate Transactions

Real Estate Transactions

2022 Real Estate Investment Acquisitions

67 Smith Place

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

Vista Sorrento Phase II

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

Webster MOB Portfolio

In March 2022, the Company acquired a portfolio of two medical office buildings (“MOBs”) in Houston, Texas for $43 million.

2021 Real Estate Investment Acquisitions

In 2021, the Company closed the following life science acquisitions: (i) eight acquisitions in Cambridge, Massachusetts for $498 million, (ii) one life science acquisition in San Diego, California for $20 million, and (iii) 12 acres of land for $128 million in South San Francisco, California.

Also during 2021, the Company closed the following MOB acquisitions: (i) one MOB in Nashville, Tennessee for $13 million, (ii) one MOB in Denver, Colorado for $38 million, (iii) a portfolio of 14 MOBs for $371 million (the “MOB Portfolio”), (iv) one MOB in Fort Lauderdale, Florida for $16 million; (v) one MOB in Wichita, Kansas for $50 million, (vi) three MOBs in Morristown, New Jersey for $155 million, (vii) two MOBs in Dallas, Texas for $60 million, (viii) one MOB in Seattle, Washington for $43 million, (ix) one MOB in New Orleans, Louisiana for $34 million, and (x) one MOB in Cambridge, Massachusetts for $55 million. In conjunction with the acquisition of the MOB Portfolio, the Company originated $142 million of secured mortgage debt.

Development Activities

The Company’s commitments, which are primarily related to development and redevelopment projects and tenant improvements, decreased by $52 million, to $418 million at March 31, 2022, when compared to December 31, 2021, primarily as a result of actual spend on existing projects in the first quarter of 2022.

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Dispositions of Real Estate and Discontinued Operations

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate and Discontinued Operations

2022 Dispositions of Real Estate

In January 2022, the Company sold one life science facility in Salt Lake City, Utah for $14 million, resulting in a gain on sale of $4 million.

In April 2022, the Company sold one MOB in San Antonio, Texas for $13 million.

2021 Dispositions of Real Estate

Sunrise Senior Housing Portfolio

In January 2021, the Company sold a portfolio of 32 SHOP assets (the “Sunrise Senior Housing Portfolio”) for $664 million, resulting in an immaterial loss on sale, which is recognized in income (loss) from discontinued operations, and provided the buyer with: (i) financing of $410 million (see Note 6) and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures. The commitment to finance additional debt for capital expenditures was subsequently reduced to $56 million in June 2021 and $47 million in February 2022, $0.4 million of which had been funded as of March 31, 2022 (see Note 6). Upon completion of the license transfer process in June 2021, the Company sold the two remaining Sunrise senior housing triple-net assets for $80 million, resulting in a gain on sale of $22 million, which is recognized in income (loss) from discontinued operations.

Brookdale Triple-Net Portfolio

In January 2021, the Company sold 24 senior housing assets in a triple-net lease with Brookdale Senior Living Inc. for $510 million, resulting in total gain on sale of $169 million, which is recognized in income (loss) from discontinued operations.

Additional SHOP Portfolio

In January 2021, the Company sold a portfolio of 16 SHOP assets for $230 million, resulting in total gain on sale of $59 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $150 million (see Note 6).

HRA Triple-Net Portfolio

In February 2021, the Company sold eight senior housing assets in a triple-net lease with Harbor Retirement Associates for $132 million, resulting in total gain on sale of $33 million, which is recognized in income (loss) from discontinued operations.

Oakmont SHOP Portfolio

In April 2021, the Company sold a portfolio of 12 SHOP assets for $564 million. In conjunction with the sale, mortgage debt held on two properties with a carrying value of $64 million was repaid and the remaining mortgage debt held on four properties with a carrying value of $107 million was assumed by the buyer. The transaction resulted in total gain on sale of $80 million, which is recognized in income (loss) from discontinued operations.

Discovery SHOP Portfolio

In April 2021, the Company sold a portfolio of 10 SHOP assets for $334 million, resulting in total gain on sale of $9 million, which is recognized in income (loss) from discontinued operations. Also included in this transaction was the sale of two mezzanine loans and two preferred equity investments for $21 million, resulting in no gain or loss on sale of the investments (collectively, the “Discovery SHOP Portfolio”).

Sonata SHOP Portfolio

In April 2021, the Company sold a portfolio of five SHOP assets for $64 million, resulting in total gain on sale of $3 million, which is recognized in income (loss) from discontinued operations.

SLC SHOP Portfolio

In May 2021, the Company sold seven SHOP assets for $113 million and repaid $70 million of mortgage debt that was held on six of the assets, resulting in total gain on sale of $1 million, which is recognized in income (loss) from discontinued operations.

Hoag Hospital

In May 2021, the Company sold one hospital for $226 million through the exercise of a purchase option by a tenant, resulting in gain on sale of $172 million.

2021 Other Dispositions

In addition to the portfolio and individual sales discussed above, during the year ended December 31, 2021, the Company sold the following: (i) 15 SHOP assets for $169 million, (ii) 7 senior housing triple-net assets for $24 million, and (iii) 10 MOBs and a portion of 1 MOB land parcel for $68 million, resulting in total gain on sales of $58 million ($39 million of which is recognized in income (loss) from discontinued operations). In conjunction with one of the SHOP asset sales, mortgage debt held on the property with a carrying value of $36 million was assumed by the buyer. Of these sales, one SHOP asset was sold during the three months ended March 31, 2021 for $5 million resulting in an immaterial gain on sale, which is recognized in income (loss) from discontinued operations.

Held for Sale and Discontinued Operations

During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties.

The following summarizes the assets and liabilities classified as held for sale or as discontinued operations at March 31, 2022 and December 31, 2021, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the Consolidated Balance Sheets (in thousands):

	March 31, 2022		December 31, 2021
ASSETS
Accounts receivable, net of allowance of $4,146 and $4,138	$	2,764	$	2,446
Cash and cash equivalents	7,989		7,707
Right-of-use asset, net	23		26
Other assets, net	1,976		3,237
Total assets of discontinued operations, net	12,752		13,416
Assets held for sale, net(1)	21,060		23,774
Assets held for sale and discontinued operations, net	$	33,812	$	37,190
LIABILITIES
Lease liability	$	23	$	26
Accounts payable, accrued liabilities, and other liabilities	14,072		14,843
Deferred revenue	139		92
Total liabilities of discontinued operations, net	14,234		14,961
Liabilities related to assets held for sale, net(1)	84		95
Liabilities related to assets held for sale and discontinued operations, net	$	14,318	$	15,056

_______________________________________

(1)As of March 31, 2022, primarily comprised of five MOBs with net real estate assets of $20 million and right-of-use asset, net of $1 million. As of December 31, 2021, primarily comprised of four MOBs and one life science facility with net real estate assets of $23 million and right-of-use asset, net of $1 million.

The results of discontinued operations during the three months ended March 31, 2022 and 2021, or through the disposal date of each asset or portfolio of assets if they have been sold during such periods, as applicable, are included in the consolidated results of operations for the three months ended March 31, 2022 and 2021. Summarized financial information for discontinued operations for the three months ended March 31, 2022 and 2021 are as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Revenues:
Rental and related revenues	$	—	$	5,228
Resident fees and services	2,655		72,998
Total revenues	2,655		78,226
Costs and expenses:
Interest expense	—		2,676
Operating	2,674		71,519
Transaction costs	—		76
Total costs and expenses	2,674		74,271
Other income (expense):
Gain (loss) on sales of real estate, net	(71)		259,662
Other income (expense), net	3		5,885
Total other income (expense), net	(68)		265,547
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	(87)		269,502
Income tax benefit (expense)	340		821
Equity income (loss) from unconsolidated joint ventures	64		(315)
Income (loss) from discontinued operations	$	317	$	270,008

Impairments of Real Estate

During the three months ended March 31, 2022 and 2021, the Company did not recognize any impairment charges.

Other Losses

During the three months ended March 31, 2022, the Company recognized $14 million of expenses within other income (expense), net on the Consolidated Statements of Operations for tenant relocation and other costs associated with a planned MOB demolition.

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Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Leases

Lease Income

The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Fixed income from operating leases	$	287,292	$	262,937
Variable income from operating leases	82,858		65,035
Interest income from direct financing leases	1,168		2,163

Direct Financing Leases

2022 Direct Financing Lease Sale

During the first quarter of 2022, the Company sold its remaining hospital classified as a direct financing lease (“DFL”) for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net.

Net investment in DFLs consists of the following (in thousands):

	March 31, 2022		December 31, 2021
Present value of minimum lease payments receivable	$	—	$	1,220
Present value of estimated residual value	—		44,706
Less deferred selling profits	—		(1,220)
Net investment in direct financing leases	$	—	$	44,706

Direct Financing Lease Internal Ratings

At March 31, 2022, the Company had no properties classified as a DFL. At December 31, 2021, the Company had one hospital classified as a DFL with a carrying amount of $45 million and an internal rating of “performing”.

Leases

Leases

Lease Income

The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Fixed income from operating leases	$	287,292	$	262,937
Variable income from operating leases	82,858		65,035
Interest income from direct financing leases	1,168		2,163

Direct Financing Leases

2022 Direct Financing Lease Sale

During the first quarter of 2022, the Company sold its remaining hospital classified as a direct financing lease (“DFL”) for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net.

Net investment in DFLs consists of the following (in thousands):

	March 31, 2022		December 31, 2021
Present value of minimum lease payments receivable	$	—	$	1,220
Present value of estimated residual value	—		44,706
Less deferred selling profits	—		(1,220)
Net investment in direct financing leases	$	—	$	44,706

Direct Financing Lease Internal Ratings

At March 31, 2022, the Company had no properties classified as a DFL. At December 31, 2021, the Company had one hospital classified as a DFL with a carrying amount of $45 million and an internal rating of “performing”.

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Loans Receivable

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Loans Receivable

Loans Receivable

The following table summarizes the Company’s loans receivable (in thousands):

	March 31, 2022		December 31, 2021
Secured loans(1)	$	388,746	$	396,281
Mezzanine and other	26,252		25,529
Unamortized discounts, fees, and costs	(3,301)		(4,186)
Reserve for loan losses	(1,944)		(1,813)
Loans receivable, net	$	409,753	$	415,811

_______________________________________

(1)At March 31, 2022, the Company had $49 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. At December 31, 2021, the Company had $58 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects.

SHOP Seller Financing

In conjunction with the sale of 32 SHOP facilities in the Sunrise Senior Housing Portfolio for $664 million in January 2021 (see Note 4), the Company provided the buyer with initial financing of $410 million. The remainder of the sales price was received in cash at the time of sale. Additionally, the Company agreed to provide up to $92 million of additional financing for capital expenditures (up to 65% of the estimated cost of capital expenditures). The additional financing was subsequently reduced to $56 million in June 2021 and $47 million in February 2022 in conjunction with the principal repayments discussed below. Through March 31, 2022, $0.4 million of the additional financing had been funded. The initial and additional financing is secured by the buyer's equity ownership in each property.

In June 2021, the Company received principal repayments of $246 million on the initial financing provided in conjunction with the sale of the Sunrise Senior Housing Portfolio. Additionally, in February 2022, the Company received principal repayments of $8 million in conjunction with the disposition of the underlying collateral. As of March 31, 2022 and December 31, 2021, this secured loan had an outstanding balance of $157 million and $165 million, respectively.

In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021 (see Note 4), the Company provided the buyer with financing of $150 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer's equity ownership in each property.

During the first quarter of 2021, the Company reduced the consideration and reported gain on sales of real estate and recognized a mark-to-market discount of $16 million for certain transactions with seller financing. The Company’s discount is based on the difference between the stated interest rates (ranging from 3.50% to 4.50%) and corresponding prevailing market rates of approximately 5.25% as of the transaction dates. The discount is recognized as interest income over the term of the discounted loans (ranging from one to three years) using the effective interest rate method. During the three months ended March 31, 2022 and 2021, the Company recognized $1 million and $2 million, respectively, of non-cash interest income related to the amortization of its mark-to-market discounts.

2021 Other Loans Receivable Transactions

The Company classifies a loan receivable as held for sale when management no longer has the intent or ability to hold the loan receivable for the foreseeable future or until maturity. If a loan receivable is classified as held for sale, previously recorded reserves for loan losses are reversed and the loan is reported at the lower of amortized cost or fair value. During the second quarter of 2021, two loans receivable with a total amortized cost of $64 million were classified as held for sale. Upon the transfer of these two loans to held for sale, the carrying value was decreased by $11 million to an estimated fair value of $53 million, $8 million of which was previously recognized as a reserve for loan losses. In 2021, the Company sold these two loans receivable previously classified as held for sale for their aggregate carrying value of $53 million.

These fair value estimates were made for each individual loan classified as held for sale and primarily relied on a market approach, utilizing comparable market transactions, forecasted sales prices, and negotiations with prospective buyers. These estimates are considered to be a Level 3 measurement within the fair value hierarchy, and are subject to inherent uncertainties.

Additionally, in April 2021, the Company sold two mezzanine loans as part of the Discovery SHOP Portfolio disposition (see Note 4), resulting in no gain or loss on sale of the mezzanine loans.

In May 2021, the Company received a $10 million principal repayment related to one of its secured loans. In September 2021, the Company received repayment of the remaining $15 million balance.

In July 2021, the Company received full repayment of the outstanding balance of an $8 million secured loan.

CCRC Resident Loans

For certain residents that qualify, CCRCs may offer to lend residents the necessary funds to satisfy the entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. The loans are due upon sale of the previous residence. At March 31, 2022 and December 31, 2021, the Company held $25 million and $24 million, respectively, of such notes receivable, which are included in mezzanine and other in the table above.

Loans Receivable Internal Ratings

In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans that are deemed Performing meet all present contractual obligations, and collection and timing of all amounts owed is reasonably assured. Watch List Loans are defined as loans that do not meet the definition of Performing or Workout. Workout Loans are defined as loans in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.

The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of March 31, 2022 (in thousands):

Investment Type	Year of Origination												Total
	2022		2021		2020		2019		2018		Prior
Secured loans
Risk rating:
Performing loans	$	—	$	301,796	$	79,512	$	2,199	$	—	$	—	$	383,507
Watch list loans	—		—		—		—		—		—		—
Workout loans	—		—		—		—		—		—		—
Total secured loans	$	—	$	301,796	$	79,512	$	2,199	$	—	$	—	$	383,507
Mezzanine and other
Risk rating:
Performing loans	$	12,521	$	12,284	$	1,441	$	—	$	—	$	—	$	26,246
Watch list loans	—		—		—		—		—		—		—
Workout loans	—		—		—		—		—		—		—
Total mezzanine and other	$	12,521	$	12,284	$	1,441	$	—	$	—	$	—	$	26,246

Reserve for Loan Losses

The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. The determination of loan losses also considers concentration of credit risk associated with the senior housing industry to which its loans receivable relate. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis, which the Company utilizes to calculate the debt service coverages used in its assessment of internal ratings, which is a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, NOI, occupancy, rental rates, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures.

In its assessment of current expected credit losses for loans receivable and unfunded loan commitments, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each loan to estimate a probability of default and a resulting loss for each loan receivable. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends.

The following table summarizes the Company’s reserve for loan losses (in thousands):

	March 31, 2022						December 31, 2021
	Secured Loans		Mezzanine and Other		Total		Secured Loans		Mezzanine and Other		Total
Reserve for loan losses, beginning of period	$	1,804	$	9	$	1,813	$	3,152	$	7,128	$	10,280
Provision for expected loan losses	134		(3)		131		793		896		1,689
Expected loan losses related to loans sold or repaid(1)	—		—		—		(2,141)		(8,015)		(10,156)
Reserve for loan losses, end of period	$	1,938	$	6	$	1,944	$	1,804	$	9	$	1,813

_______________________________________

(1)Includes six loans sold or repaid during the year ended December 31, 2021.

Additionally, at each of March 31, 2022 and December 31, 2021, a liability of $0.3 million related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities.

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Investments in and Advances to Unconsolidated Joint Ventures

3 Months Ended

Mar. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Advances to Unconsolidated Joint Ventures

Investments in and Advances to Unconsolidated Joint Ventures

The Company owns interests in the following entities that are accounted for under the equity method, excluding investments classified as discontinued operations (dollars in thousands): 

				Carrying Amount
				March 31,		December 31,
Entity(1)	Segment	Property Count(2)	Ownership %(2)	2022		2021
SWF SH JV	Other	19	54	$	353,268	$	355,394
Life Science JV	Life science	1	49	26,572		25,605
Needham Land Parcel JV(3)	Life science	—	38	14,346		13,566
Medical Office JVs(4)	Medical office	3	20 - 67	8,973		9,069
				$	403,159	$	403,634

_______________________________________

(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures.

(2)Property counts and ownership percentages are as of March 31, 2022.

(3)In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Land held for development is excluded from the property count as of March 31, 2022.

(4)Includes two unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). During 2021, the Company also held a 30% interest in Ventures III, which issued its final distribution and was dissolved.

In April 2021, the Company sold its two preferred equity investments for their carrying value as part of the Discovery SHOP Portfolio disposition (see Note 4). Prior to the sale, the Company’s ownership percentage in these two unconsolidated joint ventures was as follows: (i) Discovery Naples JV (41%) and (ii) Discovery Sarasota JV (47%).

In May 2021, the two remaining CCRCs in the CCRC JV were sold for $38 million, $19 million of which represents the Company’s 49% interest, resulting in an immaterial gain on sale recorded within equity income (loss) from unconsolidated joint ventures during the year ended December 31, 2021.

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Intangibles

3 Months Ended

Mar. 31, 2022

Intangibles [Abstract]

Intangibles

Intangibles

Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):

Intangible lease assets	March 31, 2022		December 31, 2021
Gross intangible lease assets	$	802,078	$	797,675
Accumulated depreciation and amortization	(304,974)		(277,915)
Intangible assets, net	$	497,104	$	519,760
Weighted average remaining amortization period in years	6		6

Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):

Intangible lease liabilities	March 31, 2022		December 31, 2021
Gross intangible lease liabilities	$	239,677	$	234,917
Accumulated depreciation and amortization	(64,322)		(57,685)
Intangible liabilities, net	$	175,355	$	177,232
Weighted average remaining amortization period in years	8		8

During the three months ended March 31, 2022, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $4 million and intangible liabilities of $5 million. The intangible assets and liabilities acquired had a weighted average amortization period at acquisition of 9 years and 12 years, respectively.

During the year ended December 31, 2021, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $109 million and intangible liabilities of $57 million. The intangible assets and intangible liabilities acquired had a weighted average amortization period at acquisition of 9 years.

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Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

Bank Line of Credit and Term Loan

On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility, with a maturity date of May 23, 2023 and two six-month extension options, subject to certain customary conditions. Also in May 2019, the Company entered into a $250 million unsecured term loan facility, with a maturity date of May 23, 2024 (the “2019 Term Loan”). In July 2021, the Company repaid the $250 million 2019 Term Loan.

In September 2021, the Company executed an amended and restated unsecured revolving line of credit (the “Revolving Facility”) to increase total revolving commitments from $2.5 billion to $3.0 billion and extend the maturity date to January 20, 2026. This maturity date may be further extended pursuant to two six-month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at LIBOR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. The Company also pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at March 31, 2022, the margin on the Revolving Facility was 0.78% and the facility fee was 0.15%. At March 31, 2022 and December 31, 2021, the Company had no balance outstanding under the Revolving Facility.

The Revolving Facility includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. Further, the 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. The Revolving Facility also includes a sustainability-linked pricing component whereby the applicable margin may be reduced by up to 0.025% based on the Company’s achievement of specified sustainability-linked metrics, subject to certain conditions.

The Revolving Facility also contains certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.7 billion. The Company believes it was in compliance with each of these covenants at March 31, 2022.

Commercial Paper Program

In September 2019, the Company established an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured short-term debt securities with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. During 2021, the Company increased the maximum aggregate face or principal amount that can be outstanding at any one time from $1.0 billion to $1.5 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company uses its Revolving Facility as a liquidity backstop for the repayment of unsecured short-term debt securities issued under the Commercial Paper Program. At March 31, 2022, the Company had $1.33 billion of securities outstanding under the Commercial Paper Program, with original maturities of approximately 45 days and a weighted average interest rate of 0.93%. At December 31, 2021, the Company had $1.17 billion of securities outstanding under the Commercial Paper Program, with original maturities of approximately two months and a weighted average interest rate of 0.32%.

Senior Unsecured Notes

At each of March 31, 2022 and December 31, 2021, the Company had senior unsecured notes outstanding with an aggregate principal balance of $4.7 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at March 31, 2022.

During the three months ended March 31, 2022, the Company did not repurchase or redeem any senior unsecured notes.

The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2021 (dollars in thousands):

Payoff Date	Amount		Coupon Rate		Maturity Year
May 19, 2021(1)	$	251,806	3.40	%	2025
May 19, 2021(1)	298,194		4.00	%	2025
February 26, 2021(2)	188,000		4.25	%	2023
February 26, 2021(2)	149,000		4.20	%	2024
February 26, 2021(2)	331,000		3.88	%	2024
January 28, 2021(2)	112,000		4.25	%	2023
January 28, 2021(2)	201,000		4.20	%	2024
January 28, 2021(2)	469,000		3.88	%	2024

_______________________________________

(1)Upon repurchasing a portion of the 3.40% and 4.00% senior unsecured notes due 2025, the Company recognized a $61 million loss on debt extinguishment during the year ended December 31, 2021.

(2)Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment during the three months ended March 31, 2021.

During the three months ended March 31, 2022, the Company did not issue any senior unsecured notes.

In 2021, the Company completed two green bond offerings. The net proceeds from both green bonds are or will be allocated to eligible green projects, and the Company may choose to allocate or re-allocate net proceeds from such offerings to one more other eligible green projects. The following table summarizes these senior unsecured note issuances for the year ended December 31, 2021 (dollars in thousands):

Issue Date	Amount		Coupon Rate		Maturity Year
November 24, 2021	$	500,000	2.13	%	2028
July 12, 2021	450,000		1.35	%	2027

Mortgage Debt

At March 31, 2022 and December 31, 2021, the Company had $349 million and $350 million, respectively, in aggregate principal of mortgage debt outstanding, which was secured by 18 healthcare facilities, with an aggregate carrying value of $803 million and $811 million, respectively.

Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires insurance on the assets, and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

During each of the three months ended March 31, 2022 and March 31, 2021, the Company made aggregate principal repayments of mortgage debt of $1 million (excluding mortgage debt on assets held for sale and discontinued operations).

In April 2021, in conjunction with the acquisition of the MOB Portfolio, the Company originated $142 million of secured mortgage debt (see Note 3) that matures in May 2026. In April 2022, the Company terminated its existing interest rate cap agreements associated with this variable rate mortgage debt and entered into two interest rate swap contracts that are designated as cash flow hedges and mature in May 2026 (see Note 17).

Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2022 (dollars in thousands):

					Senior Unsecured Notes(2)				Mortgage Debt(3)
Year	Bank Line of Credit		Commercial Paper(1)		Amount		Interest Rate		Amount		Interest Rate		Total
2022	$	—	$	—	$	—	—	%	$	3,778	3.80	%	$	3,778
2023	—		—		—		—	%	90,089		3.80	%	90,089
2024	—		—		—		—	%	7,024		3.81	%	7,024
2025	—		—		800,000		3.93	%	3,209		3.80	%	803,209
2026	—		1,330,813		650,000		3.39	%	244,523		3.11	%	2,225,336
Thereafter	—		—		3,250,000		3.24	%	366		5.91	%	3,250,366
	—		1,330,813		4,700,000				348,989				6,379,802
(Discounts), premium and debt costs, net	—		—		(45,944)				1,724				(44,220)
	$	—	$	1,330,813	$	4,654,056			$	350,713			$	6,335,582

_______________________________________

(1)Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility.

(2)Effective interest rates on the senior unsecured notes range from 1.54% to 6.91% with a weighted average effective interest rate of 3.39% and a weighted average maturity of 7 years.

(3)Effective interest rates on the mortgage debt range from 2.72% to 5.91% with a weighted average effective interest rate of 3.36% and a weighted average maturity of 4 years.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.

DownREITs and Other Partnerships

In connection with the formation of certain limited liability companies (“DownREITs”), members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. These indemnification agreements have expirations terms that range through 2039 on a total of 29 properties.

Additionally, the Company owns a 49% interest in the Life Science JV (see Note 7). If the property in the joint venture is sold in a taxable transaction, the Company is generally obligated to indemnify its joint venture partner for its federal and state income taxes associated with the gain that existed at the time of the contribution to the joint venture.

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Equity and Redeemable Noncontrolling Interests

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Equity and Redeemable Noncontrolling Interests

Equity and Redeemable Noncontrolling Interests

Dividends

On April 28, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.30 per share. The common stock cash dividend will be paid on May 20, 2022 to stockholders of record as of the close of business on May 9, 2022.

During the three months ended March 31, 2022 and 2021, the Company declared and paid common stock cash dividends of $0.30 per share.

At-The-Market Equity Offering Program

In February 2020, the Company established an at-the-market equity offering program (as amended from time to time, the “ATM Program”), which was most recently amended in May 2021 to increase the size of the program from $1.25 billion to $1.5 billion, pursuant to which shares of common stock having an aggregate gross sales price of up to $1.5 billion may be sold (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (each, an “ATM forward contract”). The use of ATM forward contracts allows the Company to lock in a share price on the sale of shares at the time the ATM forward contract is effective, but defer receiving the proceeds from the sale of shares until a later date.

ATM forward contracts generally have a one to two year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding ATM forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the ATM forward contract.

At March 31, 2022, $1.18 billion of the Company’s common stock remained available for sale under the ATM Program.

ATM Forward Contracts

During the year ended December 31, 2021, the Company utilized the forward provisions under the ATM Program to allow for the sale of an aggregate of 9.1 million shares of its common stock at an initial weighted average net price of $35.25 per share, after commissions. During the three months ended March 31, 2022, no shares were settled under ATM forward contracts. Therefore, at March 31, 2022, 9.1 million shares remained outstanding under ATM forward contracts.

During the three months ended March 31, 2021, the Company did not utilize the forward provisions under the ATM Program.

ATM Direct Issuances

During the three months ended March 31, 2022 and March 31, 2021, no shares of common stock were issued under the ATM Program.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):

	March 31, 2022		December 31, 2021
Supplemental Executive Retirement Plan minimum liability	$	(3,047)	$	(3,147)
Total accumulated other comprehensive income (loss)	$	(3,047)	$	(3,147)

Redeemable Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time. Each put option is payable in cash and subject to increases in redemption value in the event that the underlying property generates specified returns for the Company and meets certain promote thresholds pursuant to the respective agreements. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period.

During the year ended December 31, 2021, one of the redeemable noncontrolling interests met the conditions for redemption and the related put option was exercised during the year then ended. Accordingly, the Company made a cash payment for the redemption value of $60 million to the related noncontrolling interest holder during the year ended December 31, 2021 and acquired the redeemable noncontrolling interest associated with this entity. The remaining redeemable noncontrolling interests had not yet met the conditions for redemption as of March 31, 2022 or December 31, 2021. Three of the interests will become redeemable following the passage of a predetermined amount of time, one of which will occur in late 2022, and the remaining two in 2023 and 2024. The fourth interest will become redeemable at the earlier of a predetermined passage of time or stabilization of the underlying development property, which is expected to occur in 2023. The redemption values are subject to change based on the assessment of value at each redemption date.

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Earnings Per Common Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method and common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

Refer to Note 11 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented. The Company considered the potential dilution resulting from the forward agreements to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. The aggregate effect on the Company’s diluted weighted-average common shares for the three months ended March 31, 2022 and 2021 was zero weighted-average incremental shares from the forward equity sales agreements. 

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator
Income (loss) from continuing operations	$	75,026	$	(120,585)
Noncontrolling interests' share in continuing operations	(3,730)		(3,306)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	71,296		(123,891)
Less: Participating securities' share in continuing operations	(1,976)		(2,451)
Income (loss) from continuing operations applicable to common shares	69,320		(126,342)
Income (loss) from discontinued operations	317		270,008
Noncontrolling interests' share in discontinued operations	—		(329)
Net income (loss) applicable to common shares	$	69,637	$	143,337
Denominator
Basic weighted average shares outstanding	539,352		538,679
Dilutive potential common shares - equity awards(1)	234		—
Diluted weighted average common shares	539,586		538,679
Basic earnings (loss) per common share
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27
Diluted earnings (loss) per common share
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27

_______________________________________

(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options).

For the three months ended March 31, 2022, the 9.1 million shares under forward sales agreements that have not been settled as of March 31, 2022 were anti-dilutive. For the three months ended March 31, 2021, forward sales agreements had no dilutive impact as no shares remained outstanding under ATM forward contracts during the period.For the three months ended March 31, 2022 and 2021, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.

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Segment Disclosures

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Disclosures

Segment Disclosures

The Company’s reportable segments, based on how its chief operating decision makers (“CODMs”) evaluate the business and allocate resources, are as follows: (i) life science, (ii) medical office, and (iii) CCRC. The Company has non-reportable segments that are comprised primarily of the Company’s interests in an unconsolidated JV that owns 19 senior housing assets (the “SWF SH JV”) and debt investments. The accounting policies of the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC, as updated by Note 2 herein.

The Company evaluates performance based on property Adjusted NOI. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, income from direct financing leases, and government grant income and exclusive of interest income), less property level operating expenses; NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense.

NOI and Adjusted NOI include the Company’s share of income (loss) from unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) from consolidated joint ventures. Management believes that Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. Additionally, management believes 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.

Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, loans receivable, marketable equity securities, other assets, real estate assets held for sale and discontinued operations, and liabilities related to assets held for sale.

The following tables summarize information for the reportable segments (in thousands):

For the three months ended March 31, 2022:

	Life Science		Medical Office		CCRC		Other Non-reportable		Corporate Non-segment		Total
Total revenues	$	194,055	$	177,263	$	121,560	$	5,494	$	—	$	498,372
Government grant income(1)	—		—		6,552		—		—		6,552
Less: Interest income	—		—		—		(5,494)		—		(5,494)
Healthpeak’s share of unconsolidated joint venture total revenues	1,431		732		—		18,045		—		20,208
Healthpeak’s share of unconsolidated joint venture government grant income	—		—		333		315		—		648
Noncontrolling interests’ share of consolidated joint venture total revenues	(57)		(8,820)		—		—		—		(8,877)
Operating expenses	(48,189)		(61,170)		(97,888)		—		—		(207,247)
Healthpeak’s share of unconsolidated joint venture operating expenses	(483)		(299)		—		(14,055)		—		(14,837)
Noncontrolling interests’ share of consolidated joint venture operating expenses	19		2,602		—		—		—		2,621
Adjustments to NOI(2)	(14,112)		(3,546)		—		(8)		—		(17,666)
Adjusted NOI	132,664		106,762		30,557		4,297		—		274,280
Plus: Adjustments to NOI(2)	14,112		3,546		—		8		—		17,666
Interest income	—		—		—		5,494		—		5,494
Interest expense	—		(1,036)		(1,865)		—		(34,685)		(37,586)
Depreciation and amortization	(78,138)		(67,773)		(31,822)		—		—		(177,733)
General and administrative	—		—		—		—		(23,831)		(23,831)
Transaction costs	(292)		(4)		—		—		—		(296)
Impairments and loan loss reserves	—		—		—		(132)		—		(132)
Gain (loss) on sales of real estate, net	3,856		—		—		—		—		3,856
Other income (expense), net	(9)		10,937		6,511		(32)		909		18,316
Less: Government grant income	—		—		(6,552)		—		—		(6,552)
Less: Healthpeak’s share of unconsolidated joint venture NOI	(948)		(433)		(333)		(4,305)		—		(6,019)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI	38		6,218		—		—		—		6,256
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	71,283		58,217		(3,504)		5,330		(57,607)		73,719
Income tax benefit (expense)	—		—		—		—		(777)		(777)
Equity income (loss) from unconsolidated joint ventures	966		200		539		379		—		2,084
Income (loss) from continuing operations	72,249		58,417		(2,965)		5,709		(58,384)		75,026
Income (loss) from discontinued operations	—		—		—		—		317		317
Net income (loss)	$	72,249	$	58,417	$	(2,965)	$	5,709	$	(58,067)	$	75,343

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(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).

(2)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.

For the three months ended March 31, 2021:

	Life Science		Medical Office		CCRC		Other Non-reportable		Corporate Non-segment		Total
Total revenues	$	169,934	$	160,201	$	116,128	$	9,013	$	—	$	455,276
Government grant income(1)	—		—		1,310		—		—		1,310
Less: Interest income	—		—		—		(9,013)		—		(9,013)
Healthpeak’s share of unconsolidated joint venture total revenues	1,337		715		4,488		16,753		—		23,293
Healthpeak’s share of unconsolidated joint venture government grant income	—		—		199		227		—		426
Noncontrolling interests’ share of consolidated joint venture total revenues	(65)		(8,926)		—		—		—		(8,991)
Operating expenses	(39,461)		(51,121)		(91,179)		—		—		(181,761)
Healthpeak’s share of unconsolidated joint venture operating expenses	(425)		(294)		(4,745)		(12,595)		—		(18,059)
Noncontrolling interests’ share of consolidated joint venture operating expenses	20		2,504		—		—		—		2,524
Adjustments to NOI(2)	(11,810)		(1,923)		20		112		—		(13,601)
Adjusted NOI	119,530		101,156		26,221		4,497		—		251,404
Plus: Adjustments to NOI(2)	11,810		1,923		(20)		(112)		—		13,601
Interest income	—		—		—		9,013		—		9,013
Interest expense	(102)		(95)		(1,918)		—		(44,728)		(46,843)
Depreciation and amortization	(68,434)		(57,954)		(31,150)		—		—		(157,538)
General and administrative	—		—		—		—		(24,902)		(24,902)
Transaction costs	(32)		(330)		(432)		(4)		—		(798)
Impairments and loan loss reserves	—		—		—		(3,242)		—		(3,242)
Gain (loss) on debt extinguishments	—		—		—		—		(164,292)		(164,292)
Other income (expense), net	4		(2,279)		2,176		482		1,817		2,200
Less: Government grant income	—		—		(1,310)		—		—		(1,310)
Less: Healthpeak’s share of unconsolidated joint venture NOI	(912)		(421)		58		(4,385)		—		(5,660)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI	45		6,422		—		—		—		6,467
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	61,909		48,422		(6,375)		6,249		(232,105)		(121,900)
Income tax benefit (expense)	—		—		—		—		(8)		(8)
Equity income (loss) from unconsolidated joint ventures	(93)		192		—		1,224		—		1,323
Income (loss) from continuing operations	61,816		48,614		(6,375)		7,473		(232,113)		(120,585)
Income (loss) from discontinued operations	—		—		—		—		270,008		270,008
Net income (loss)	$	61,816	$	48,614	$	(6,375)	$	7,473	$	37,895	$	149,423

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(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).

(2)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.

See Notes 3, 4, and 5 for significant transactions impacting the Company’s segment assets during the periods presented.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

	Three Months Ended March 31,
	2022		2021
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	58,487	$	90,032
Income taxes paid (refunded)	(1,947)		2,521
Capitalized interest	8,305		5,453
Supplemental schedule of non-cash investing and financing activities:
Increase in ROU asset in exchange for new lease liability related to operating leases	179		5,020
Seller financing provided on disposition of real estate asset	—		559,745
Accrued construction costs	163,277		107,798
Vesting of restricted stock units and conversion of non-managing member units into common stock	752		838

The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Leasing costs, tenant improvements, and recurring capital expenditures	$	18	$	1,873
Development, redevelopment, and other major improvements of real estate	—		3,861
Depreciation and amortization of real estate, in-place lease, and other intangibles	—		—

The following table summarizes cash, cash equivalents and restricted cash (in thousands):

	Three Months Ended March 31,
	2022		2021		2022		2021		2022		2021
	Continuing operations				Discontinued operations				Total
Beginning of period:
Cash and cash equivalents	$	158,287	$	44,226	$	7,707	$	53,085	$	165,994	$	97,311
Restricted cash	53,454		67,206		—		17,168		53,454		84,374
Cash, cash equivalents and restricted cash	$	211,741	$	111,432	$	7,707	$	70,253	$	219,448	$	181,685
End of period:
Cash and cash equivalents	$	89,066	$	34,007	$	7,989	$	40,161	$	97,055	$	74,168
Restricted cash	52,103		68,033		—		5,817		52,103		73,850
Cash, cash equivalents and restricted cash	$	141,169	$	102,040	$	7,989	$	45,978	$	149,158	$	148,018

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Variable Interest Entities

3 Months Ended

Mar. 31, 2022

Variable Interest Entities [Abstract]

Variable Interest Entities

Variable Interest Entities

Unconsolidated Variable Interest Entities

At March 31, 2022 and December 31, 2021, the Company had investments in: (i) two unconsolidated VIE joint ventures and (ii) marketable debt securities of one VIE. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (the LLC investment and Needham Land Parcel JV discussed below), it has no formal involvement in these VIEs beyond its investments.

Debt Securities Investment. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. These securities are classified as held-to-maturity because the Company has the intent and ability to hold the securities until maturity.

LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments).

Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments).

The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2022 was as follows (in thousands):

VIE Type	Asset Type	Maximum Loss Exposure and Carrying Amount(1)
Continuing operations:
CMBS and LLC investment	Other assets, net	$	36,492
Needham Land Parcel JV	Investments in and advances to unconsolidated joint ventures	14,346

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(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest).

As of March 31, 2022, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

See Notes 3, 4, and 7 for additional descriptions of the nature, purpose, and operating activities of the Company’s unconsolidated VIEs and interests therein.

Consolidated Variable Interest Entities

The Company’s consolidated total assets and total liabilities at March 31, 2022 and December 31, 2021 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company.

Ventures V, LLC.  The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures).

Life Science JVs.  The Company holds a 99% ownership interest in multiple joint venture entities that own and lease life science assets (the “Life Science JVs”). The Life Science JVs are VIEs as the members share in control of the entities, but substantially all of the activities are performed on behalf of the Company. The Company consolidates the Life Science JVs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Life Science JVs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Life Science JVs may only be used to settle their contractual obligations (primarily from capital expenditures). Refer to Note 11 for a discussion of certain put options associated with the Life Science JVs.

MSREI MOB JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures).

DownREITs.  The Company holds a controlling ownership interest in and is the managing member of seven DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Exchange Accommodation Titleholder. During the three months ended March 31, 2022, the Company acquired two MOBs (the “acquired properties”) using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”). As of March 31, 2022, the Company had not completed the reverse 1031 exchange and as such, the acquired properties remained in the possession of the Exchange Accommodation Titleholder (“EAT”). The EAT was classified as a VIE as it was a “thinly capitalized” entity. The Company consolidated the EAT because it had the ability to control the activities that most significantly impacted the economic performance of the EAT and was, therefore, the primary beneficiary of the EAT. The properties held by the EAT had a carrying value of $43 million as of March 31, 2022. The assets of the EAT primarily consisted of leased properties (net real estate, including intangibles), rents receivable, and cash and cash equivalents; their obligations primarily consisted of capital expenditures for the properties. Assets generated by the EAT may only be used to settle its contractual obligations (primarily from capital expenditures).

Additionally, during the year ended December 31, 2021, the Company acquired two MOBs using reverse 1031 exchanges. As of December 31, 2021, the Company had not completed the reverse 1031 exchanges and as such, the acquired properties remained in the possession of the EAT. These properties held by the EAT had a carrying value of $77 million as of December 31, 2021. These reverse 1031 exchanges were completed in February 2022.

Total assets and total liabilities include VIE assets and liabilities as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets
Buildings and improvements	$	2,303,407	$	2,303,920
Development costs and construction in progress	107,066		82,303
Land	509,678		548,168
Accumulated depreciation and amortization	(569,437)		(551,097)
Net real estate	2,350,714		2,383,294
Accounts receivable, net	4,854		5,455
Cash and cash equivalents	37,080		22,295
Restricted cash	162		114
Intangible assets, net	109,993		117,180
Assets held for sale and discontinued operations, net	288		754
Right-of-use asset, net	106,600		107,993
Other assets, net	65,201		62,886
Total assets	$	2,674,892	$	2,699,971
Liabilities
Mortgage debt	$	144,425	$	144,350
Intangible liabilities, net	27,549		23,909
Liabilities related to assets held for sale and discontinued operations, net	1,677		1,677
Lease liability	98,474		99,213
Accounts payable, accrued liabilities, and other liabilities	56,712		58,440
Deferred revenue	24,405		21,546
Total liabilities	$	353,242	$	349,135

Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets
Accounts receivable, net	$	62	$	62
Cash and cash equivalents	225		59
Other assets, net	1		633
Total assets	$	288	$	754
Liabilities
Accounts payable, accrued liabilities, and other liabilities	$	1,677	$	1,677
Total liabilities	$	1,677	$	1,677

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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Financial Instruments, Owned, at Fair Value [Abstract]

Fair Value Measurements

Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis in the Consolidated Balance Sheets were immaterial at March 31, 2022 and December 31, 2021.

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):

	March 31, 2022(3)				December 31, 2021(3)
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans receivable, net(2)	$	409,753	$	424,346	$	415,811	$	437,607
Marketable debt securities(2)	21,172		21,172		21,003		21,003
Interest rate cap assets(2)	2,391		2,391		397		397
Bank line of credit and commercial paper(2)	1,330,813		1,330,813		1,165,975		1,165,975
Senior unsecured notes(1)	4,654,056		4,669,414		4,651,933		5,054,747
Mortgage debt(2)	350,713		344,995		352,081		352,800

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(1)Level 1: Fair value calculated based on quoted prices in active markets.

(2)Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt, and caps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit and commercial paper, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3)During the three months ended March 31, 2022 and year ended December 31, 2021, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes.

In March 2021, the Company repaid $39 million of variable rate secured debt on two SHOP assets and terminated the two remaining related interest rate swap contracts. Therefore, at March 31, 2022 and December 31, 2021, the Company had no remaining interest rate swap contracts.

In April 2021, the Company executed two interest rate cap agreements on its mortgage debt issued in conjunction with the acquisition of the MOB Portfolio (see Note 3).

The following table summarizes the Company’s outstanding interest rate cap agreements as of March 31, 2022 (in thousands):

Date Entered	Maturity Date	Hedge Designation	Notional		Strike Rate	Index	Fair Value(1)
April 2021(2)	May 2024	Non-designated	$	142,100	2.00 %	1 mo. USD-LIBOR-BBA	$	2,391

_____________________________

(1)Derivative assets are recorded in other assets, net in the Consolidated Balance Sheets.

(2)Represents two interest rate cap agreements that manage the Company’s exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates.

During the three months ended March 31, 2022, the Company recognized a $2 million increase in the fair value of the interest rate cap agreements within other income (expense), net.

In April 2022, the Company terminated its existing interest rate cap agreements associated with $142 million of variable rate mortgage debt and entered into two interest rate swap contracts that are designated as cash flow hedges and mature in May 2026.

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Accounts Payable, Accrued Liabilities, and Other Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities

Accounts Payable, Accrued Liabilities, and Other Liabilities

The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands):

	March 31, 2022		December 31, 2021
Refundable entrance fees(1)	$	281,242	$	288,409
Accrued construction costs	163,277		179,995
Accrued interest	35,753		59,342
Other accounts payable and accrued liabilities	215,101		227,638
Accounts payable, accrued liabilities, and other liabilities	$	695,373	$	755,384

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(1)At March 31, 2022 and December 31, 2021, unamortized nonrefundable entrance fee liabilities were $498 million and $496 million, respectively, which are recorded within deferred revenue on the Consolidated Balance Sheets. During the three months ended March 31, 2022, the Company collected nonrefundable entrance fees of $21 million and recognized amortization of $19 million. During the three months ended March 31, 2021, the Company collected nonrefundable entrance fees of $15 million and recognized amortization of $20 million. The amortization of nonrefundable entrance fees is included within resident fees and services on the Consolidated Statements of Operations.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”).

Government Grant Income

Government Grant Income

On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2022 and 2021, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the Covid pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of March 31, 2022, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture.

Discontinued Operations

Discontinued Operations

Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions

During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and Senior Housing Operating Property (“SHOP”) properties and concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties. See Note 4 for further information.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Adopted

Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements. The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.

Not Yet Adopted

Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2020-04 and ASU 2021-01 were effective immediately and may be applied through December 31, 2022. The Company is evaluating whether the optional relief provided by ASU 2020-04 or ASU 2021-01 will be adopted but does not expect the adoption of these standards to have a material impact on its consolidated financial position, results of operations, cash flows, or disclosures.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Government Grant Receivables, CARES Act

The following table summarizes information related to government grant income received and recognized by the Company (in thousands):

	Three Months Ended March 31,
	2022		2021
Government grant income recorded in other income (expense), net	$	6,552	$	1,310
Government grant income recorded in equity income (loss) from unconsolidated joint ventures	648		426
Government grant income recorded in income (loss) from discontinued operations	206		3,232
Total government grants received	$	7,406	$	4,968

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Dispositions of Real Estate and Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Summary of Assets and Liabilities

The following summarizes the assets and liabilities classified as held for sale or as discontinued operations at March 31, 2022 and December 31, 2021, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the Consolidated Balance Sheets (in thousands):

	March 31, 2022		December 31, 2021
ASSETS
Accounts receivable, net of allowance of $4,146 and $4,138	$	2,764	$	2,446
Cash and cash equivalents	7,989		7,707
Right-of-use asset, net	23		26
Other assets, net	1,976		3,237
Total assets of discontinued operations, net	12,752		13,416
Assets held for sale, net(1)	21,060		23,774
Assets held for sale and discontinued operations, net	$	33,812	$	37,190
LIABILITIES
Lease liability	$	23	$	26
Accounts payable, accrued liabilities, and other liabilities	14,072		14,843
Deferred revenue	139		92
Total liabilities of discontinued operations, net	14,234		14,961
Liabilities related to assets held for sale, net(1)	84		95
Liabilities related to assets held for sale and discontinued operations, net	$	14,318	$	15,056

_______________________________________

(1)As of March 31, 2022, primarily comprised of five MOBs with net real estate assets of $20 million and right-of-use asset, net of $1 million. As of December 31, 2021, primarily comprised of four MOBs and one life science facility with net real estate assets of $23 million and right-of-use asset, net of $1 million.

The results of discontinued operations during the three months ended March 31, 2022 and 2021, or through the disposal date of each asset or portfolio of assets if they have been sold during such periods, as applicable, are included in the consolidated results of operations for the three months ended March 31, 2022 and 2021. Summarized financial information for discontinued operations for the three months ended March 31, 2022 and 2021 are as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Revenues:
Rental and related revenues	$	—	$	5,228
Resident fees and services	2,655		72,998
Total revenues	2,655		78,226
Costs and expenses:
Interest expense	—		2,676
Operating	2,674		71,519
Transaction costs	—		76
Total costs and expenses	2,674		74,271
Other income (expense):
Gain (loss) on sales of real estate, net	(71)		259,662
Other income (expense), net	3		5,885
Total other income (expense), net	(68)		265,547
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	(87)		269,502
Income tax benefit (expense)	340		821
Equity income (loss) from unconsolidated joint ventures	64		(315)
Income (loss) from discontinued operations	$	317	$	270,008

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Company's Lease Income

The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Fixed income from operating leases	$	287,292	$	262,937
Variable income from operating leases	82,858		65,035
Interest income from direct financing leases	1,168		2,163

Schedule of Components of Net Investment in DFLs

Net investment in DFLs consists of the following (in thousands):

	March 31, 2022		December 31, 2021
Present value of minimum lease payments receivable	$	—	$	1,220
Present value of estimated residual value	—		44,706
Less deferred selling profits	—		(1,220)
Net investment in direct financing leases	$	—	$	44,706

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Loans Receivable (Tables)

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Schedule of Loans Receivable

The following table summarizes the Company’s loans receivable (in thousands):

	March 31, 2022		December 31, 2021
Secured loans(1)	$	388,746	$	396,281
Mezzanine and other	26,252		25,529
Unamortized discounts, fees, and costs	(3,301)		(4,186)
Reserve for loan losses	(1,944)		(1,813)
Loans receivable, net	$	409,753	$	415,811

_______________________________________

(1)At March 31, 2022, the Company had $49 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. At December 31, 2021, the Company had $58 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects.

Schedule of Financing Receivable Credit Quality Indicators and by Year of Origination

The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of March 31, 2022 (in thousands):

Investment Type	Year of Origination												Total
	2022		2021		2020		2019		2018		Prior
Secured loans
Risk rating:
Performing loans	$	—	$	301,796	$	79,512	$	2,199	$	—	$	—	$	383,507
Watch list loans	—		—		—		—		—		—		—
Workout loans	—		—		—		—		—		—		—
Total secured loans	$	—	$	301,796	$	79,512	$	2,199	$	—	$	—	$	383,507
Mezzanine and other
Risk rating:
Performing loans	$	12,521	$	12,284	$	1,441	$	—	$	—	$	—	$	26,246
Watch list loans	—		—		—		—		—		—		—
Workout loans	—		—		—		—		—		—		—
Total mezzanine and other	$	12,521	$	12,284	$	1,441	$	—	$	—	$	—	$	26,246

Schedule of Financing Receivable, Allowance for Credit Loss

The following table summarizes the Company’s reserve for loan losses (in thousands):

	March 31, 2022						December 31, 2021
	Secured Loans		Mezzanine and Other		Total		Secured Loans		Mezzanine and Other		Total
Reserve for loan losses, beginning of period	$	1,804	$	9	$	1,813	$	3,152	$	7,128	$	10,280
Provision for expected loan losses	134		(3)		131		793		896		1,689
Expected loan losses related to loans sold or repaid(1)	—		—		—		(2,141)		(8,015)		(10,156)
Reserve for loan losses, end of period	$	1,938	$	6	$	1,944	$	1,804	$	9	$	1,813

_______________________________________

(1)Includes six loans sold or repaid during the year ended December 31, 2021.

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Investments in and Advances to Unconsolidated Joint Ventures (Tables)

3 Months Ended

Mar. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

The Company owns interests in the following entities that are accounted for under the equity method, excluding investments classified as discontinued operations (dollars in thousands): 

				Carrying Amount
				March 31,		December 31,
Entity(1)	Segment	Property Count(2)	Ownership %(2)	2022		2021
SWF SH JV	Other	19	54	$	353,268	$	355,394
Life Science JV	Life science	1	49	26,572		25,605
Needham Land Parcel JV(3)	Life science	—	38	14,346		13,566
Medical Office JVs(4)	Medical office	3	20 - 67	8,973		9,069
				$	403,159	$	403,634

_______________________________________

(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures.

(2)Property counts and ownership percentages are as of March 31, 2022.

(3)In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Land held for development is excluded from the property count as of March 31, 2022.

(4)Includes two unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). During 2021, the Company also held a 30% interest in Ventures III, which issued its final distribution and was dissolved.

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Intangibles (Tables)

3 Months Ended

Mar. 31, 2022

Intangibles [Abstract]

Schedule of Intangible Lease Assets

Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):

Intangible lease assets	March 31, 2022		December 31, 2021
Gross intangible lease assets	$	802,078	$	797,675
Accumulated depreciation and amortization	(304,974)		(277,915)
Intangible assets, net	$	497,104	$	519,760
Weighted average remaining amortization period in years	6		6

Schedule of Intangible Lease Liabilities

Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):

Intangible lease liabilities	March 31, 2022		December 31, 2021
Gross intangible lease liabilities	$	239,677	$	234,917
Accumulated depreciation and amortization	(64,322)		(57,685)
Intangible liabilities, net	$	175,355	$	177,232
Weighted average remaining amortization period in years	8		8

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Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Summary of Senior Notes Issuances

The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2021 (dollars in thousands):

Payoff Date	Amount		Coupon Rate		Maturity Year
May 19, 2021(1)	$	251,806	3.40	%	2025
May 19, 2021(1)	298,194		4.00	%	2025
February 26, 2021(2)	188,000		4.25	%	2023
February 26, 2021(2)	149,000		4.20	%	2024
February 26, 2021(2)	331,000		3.88	%	2024
January 28, 2021(2)	112,000		4.25	%	2023
January 28, 2021(2)	201,000		4.20	%	2024
January 28, 2021(2)	469,000		3.88	%	2024

_______________________________________

(1)Upon repurchasing a portion of the 3.40% and 4.00% senior unsecured notes due 2025, the Company recognized a $61 million loss on debt extinguishment during the year ended December 31, 2021.

(2)Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment during the three months ended March 31, 2021.

(dollars in thousands):

Issue Date	Amount		Coupon Rate		Maturity Year
November 24, 2021	$	500,000	2.13	%	2028
July 12, 2021	450,000		1.35	%	2027

Summary of Debt Maturities and Schedule Principal Repayments

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2022 (dollars in thousands):

					Senior Unsecured Notes(2)				Mortgage Debt(3)
Year	Bank Line of Credit		Commercial Paper(1)		Amount		Interest Rate		Amount		Interest Rate		Total
2022	$	—	$	—	$	—	—	%	$	3,778	3.80	%	$	3,778
2023	—		—		—		—	%	90,089		3.80	%	90,089
2024	—		—		—		—	%	7,024		3.81	%	7,024
2025	—		—		800,000		3.93	%	3,209		3.80	%	803,209
2026	—		1,330,813		650,000		3.39	%	244,523		3.11	%	2,225,336
Thereafter	—		—		3,250,000		3.24	%	366		5.91	%	3,250,366
	—		1,330,813		4,700,000				348,989				6,379,802
(Discounts), premium and debt costs, net	—		—		(45,944)				1,724				(44,220)
	$	—	$	1,330,813	$	4,654,056			$	350,713			$	6,335,582

_______________________________________

(1)Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility.

(2)Effective interest rates on the senior unsecured notes range from 1.54% to 6.91% with a weighted average effective interest rate of 3.39% and a weighted average maturity of 7 years.

(3)Effective interest rates on the mortgage debt range from 2.72% to 5.91% with a weighted average effective interest rate of 3.36% and a weighted average maturity of 4 years.

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Equity and Redeemable Noncontrolling Interests (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Accumulated Other comprehensive Loss

The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):

	March 31, 2022		December 31, 2021
Supplemental Executive Retirement Plan minimum liability	$	(3,047)	$	(3,147)
Total accumulated other comprehensive income (loss)	$	(3,047)	$	(3,147)

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Earnings Per Common Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings per Share

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator
Income (loss) from continuing operations	$	75,026	$	(120,585)
Noncontrolling interests' share in continuing operations	(3,730)		(3,306)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	71,296		(123,891)
Less: Participating securities' share in continuing operations	(1,976)		(2,451)
Income (loss) from continuing operations applicable to common shares	69,320		(126,342)
Income (loss) from discontinued operations	317		270,008
Noncontrolling interests' share in discontinued operations	—		(329)
Net income (loss) applicable to common shares	$	69,637	$	143,337
Denominator
Basic weighted average shares outstanding	539,352		538,679
Dilutive potential common shares - equity awards(1)	234		—
Diluted weighted average common shares	539,586		538,679
Basic earnings (loss) per common share
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27
Diluted earnings (loss) per common share
Continuing operations	$	0.13	$	(0.23)
Discontinued operations	0.00		0.50
Net income (loss) applicable to common shares	$	0.13	$	0.27

_______________________________________

(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options).

For the three months ended March 31, 2022, the 9.1 million shares under forward sales agreements that have not been settled as of March 31, 2022 were anti-dilutive. For the three months ended March 31, 2021, forward sales agreements had no dilutive impact as no shares remained outstanding under ATM forward contracts during the period.

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Segment Disclosures (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Summary of Financial Information of Reportable Segments

The following tables summarize information for the reportable segments (in thousands):

For the three months ended March 31, 2022:

	Life Science		Medical Office		CCRC		Other Non-reportable		Corporate Non-segment		Total
Total revenues	$	194,055	$	177,263	$	121,560	$	5,494	$	—	$	498,372
Government grant income(1)	—		—		6,552		—		—		6,552
Less: Interest income	—		—		—		(5,494)		—		(5,494)
Healthpeak’s share of unconsolidated joint venture total revenues	1,431		732		—		18,045		—		20,208
Healthpeak’s share of unconsolidated joint venture government grant income	—		—		333		315		—		648
Noncontrolling interests’ share of consolidated joint venture total revenues	(57)		(8,820)		—		—		—		(8,877)
Operating expenses	(48,189)		(61,170)		(97,888)		—		—		(207,247)
Healthpeak’s share of unconsolidated joint venture operating expenses	(483)		(299)		—		(14,055)		—		(14,837)
Noncontrolling interests’ share of consolidated joint venture operating expenses	19		2,602		—		—		—		2,621
Adjustments to NOI(2)	(14,112)		(3,546)		—		(8)		—		(17,666)
Adjusted NOI	132,664		106,762		30,557		4,297		—		274,280
Plus: Adjustments to NOI(2)	14,112		3,546		—		8		—		17,666
Interest income	—		—		—		5,494		—		5,494
Interest expense	—		(1,036)		(1,865)		—		(34,685)		(37,586)
Depreciation and amortization	(78,138)		(67,773)		(31,822)		—		—		(177,733)
General and administrative	—		—		—		—		(23,831)		(23,831)
Transaction costs	(292)		(4)		—		—		—		(296)
Impairments and loan loss reserves	—		—		—		(132)		—		(132)
Gain (loss) on sales of real estate, net	3,856		—		—		—		—		3,856
Other income (expense), net	(9)		10,937		6,511		(32)		909		18,316
Less: Government grant income	—		—		(6,552)		—		—		(6,552)
Less: Healthpeak’s share of unconsolidated joint venture NOI	(948)		(433)		(333)		(4,305)		—		(6,019)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI	38		6,218		—		—		—		6,256
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	71,283		58,217		(3,504)		5,330		(57,607)		73,719
Income tax benefit (expense)	—		—		—		—		(777)		(777)
Equity income (loss) from unconsolidated joint ventures	966		200		539		379		—		2,084
Income (loss) from continuing operations	72,249		58,417		(2,965)		5,709		(58,384)		75,026
Income (loss) from discontinued operations	—		—		—		—		317		317
Net income (loss)	$	72,249	$	58,417	$	(2,965)	$	5,709	$	(58,067)	$	75,343

_______________________________________

(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).

(2)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.

For the three months ended March 31, 2021:

	Life Science		Medical Office		CCRC		Other Non-reportable		Corporate Non-segment		Total
Total revenues	$	169,934	$	160,201	$	116,128	$	9,013	$	—	$	455,276
Government grant income(1)	—		—		1,310		—		—		1,310
Less: Interest income	—		—		—		(9,013)		—		(9,013)
Healthpeak’s share of unconsolidated joint venture total revenues	1,337		715		4,488		16,753		—		23,293
Healthpeak’s share of unconsolidated joint venture government grant income	—		—		199		227		—		426
Noncontrolling interests’ share of consolidated joint venture total revenues	(65)		(8,926)		—		—		—		(8,991)
Operating expenses	(39,461)		(51,121)		(91,179)		—		—		(181,761)
Healthpeak’s share of unconsolidated joint venture operating expenses	(425)		(294)		(4,745)		(12,595)		—		(18,059)
Noncontrolling interests’ share of consolidated joint venture operating expenses	20		2,504		—		—		—		2,524
Adjustments to NOI(2)	(11,810)		(1,923)		20		112		—		(13,601)
Adjusted NOI	119,530		101,156		26,221		4,497		—		251,404
Plus: Adjustments to NOI(2)	11,810		1,923		(20)		(112)		—		13,601
Interest income	—		—		—		9,013		—		9,013
Interest expense	(102)		(95)		(1,918)		—		(44,728)		(46,843)
Depreciation and amortization	(68,434)		(57,954)		(31,150)		—		—		(157,538)
General and administrative	—		—		—		—		(24,902)		(24,902)
Transaction costs	(32)		(330)		(432)		(4)		—		(798)
Impairments and loan loss reserves	—		—		—		(3,242)		—		(3,242)
Gain (loss) on debt extinguishments	—		—		—		—		(164,292)		(164,292)
Other income (expense), net	4		(2,279)		2,176		482		1,817		2,200
Less: Government grant income	—		—		(1,310)		—		—		(1,310)
Less: Healthpeak’s share of unconsolidated joint venture NOI	(912)		(421)		58		(4,385)		—		(5,660)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI	45		6,422		—		—		—		6,467
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	61,909		48,422		(6,375)		6,249		(232,105)		(121,900)
Income tax benefit (expense)	—		—		—		—		(8)		(8)
Equity income (loss) from unconsolidated joint ventures	(93)		192		—		1,224		—		1,323
Income (loss) from continuing operations	61,816		48,614		(6,375)		7,473		(232,113)		(120,585)
Income (loss) from discontinued operations	—		—		—		—		270,008		270,008
Net income (loss)	$	61,816	$	48,614	$	(6,375)	$	7,473	$	37,895	$	149,423

______________________________________________________________________________

(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).

(2)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

	Three Months Ended March 31,
	2022		2021
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	58,487	$	90,032
Income taxes paid (refunded)	(1,947)		2,521
Capitalized interest	8,305		5,453
Supplemental schedule of non-cash investing and financing activities:
Increase in ROU asset in exchange for new lease liability related to operating leases	179		5,020
Seller financing provided on disposition of real estate asset	—		559,745
Accrued construction costs	163,277		107,798
Vesting of restricted stock units and conversion of non-managing member units into common stock	752		838

The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands):

	Three Months Ended March 31,
	2022		2021
Leasing costs, tenant improvements, and recurring capital expenditures	$	18	$	1,873
Development, redevelopment, and other major improvements of real estate	—		3,861
Depreciation and amortization of real estate, in-place lease, and other intangibles	—		—

Schedule of Cash, Cash Equivalents and Restricted Cash

The following table summarizes cash, cash equivalents and restricted cash (in thousands):

	Three Months Ended March 31,
	2022		2021		2022		2021		2022		2021
	Continuing operations				Discontinued operations				Total
Beginning of period:
Cash and cash equivalents	$	158,287	$	44,226	$	7,707	$	53,085	$	165,994	$	97,311
Restricted cash	53,454		67,206		—		17,168		53,454		84,374
Cash, cash equivalents and restricted cash	$	211,741	$	111,432	$	7,707	$	70,253	$	219,448	$	181,685
End of period:
Cash and cash equivalents	$	89,066	$	34,007	$	7,989	$	40,161	$	97,055	$	74,168
Restricted cash	52,103		68,033		—		5,817		52,103		73,850
Cash, cash equivalents and restricted cash	$	141,169	$	102,040	$	7,989	$	45,978	$	149,158	$	148,018

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Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2022

Variable Interest Entities [Abstract]

Schedule of Variable Interest Entities

The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2022 was as follows (in thousands):

VIE Type	Asset Type	Maximum Loss Exposure and Carrying Amount(1)
Continuing operations:
CMBS and LLC investment	Other assets, net	$	36,492
Needham Land Parcel JV	Investments in and advances to unconsolidated joint ventures	14,346

_______________________________________

(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest).

Consolidated Assets and Liabilities of Variable Interest Entities

Total assets and total liabilities include VIE assets and liabilities as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets
Buildings and improvements	$	2,303,407	$	2,303,920
Development costs and construction in progress	107,066		82,303
Land	509,678		548,168
Accumulated depreciation and amortization	(569,437)		(551,097)
Net real estate	2,350,714		2,383,294
Accounts receivable, net	4,854		5,455
Cash and cash equivalents	37,080		22,295
Restricted cash	162		114
Intangible assets, net	109,993		117,180
Assets held for sale and discontinued operations, net	288		754
Right-of-use asset, net	106,600		107,993
Other assets, net	65,201		62,886
Total assets	$	2,674,892	$	2,699,971
Liabilities
Mortgage debt	$	144,425	$	144,350
Intangible liabilities, net	27,549		23,909
Liabilities related to assets held for sale and discontinued operations, net	1,677		1,677
Lease liability	98,474		99,213
Accounts payable, accrued liabilities, and other liabilities	56,712		58,440
Deferred revenue	24,405		21,546
Total liabilities	$	353,242	$	349,135

Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands):

	March 31, 2022		December 31, 2021
Assets
Accounts receivable, net	$	62	$	62
Cash and cash equivalents	225		59
Other assets, net	1		633
Total assets	$	288	$	754
Liabilities
Accounts payable, accrued liabilities, and other liabilities	$	1,677	$	1,677
Total liabilities	$	1,677	$	1,677

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Financial Instruments, Owned, at Fair Value [Abstract]

Summary of Carry Amounts and Fair Value of Financial Instruments

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):

	March 31, 2022(3)				December 31, 2021(3)
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans receivable, net(2)	$	409,753	$	424,346	$	415,811	$	437,607
Marketable debt securities(2)	21,172		21,172		21,003		21,003
Interest rate cap assets(2)	2,391		2,391		397		397
Bank line of credit and commercial paper(2)	1,330,813		1,330,813		1,165,975		1,165,975
Senior unsecured notes(1)	4,654,056		4,669,414		4,651,933		5,054,747
Mortgage debt(2)	350,713		344,995		352,081		352,800

_______________________________________

(1)Level 1: Fair value calculated based on quoted prices in active markets.

(2)Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt, and caps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit and commercial paper, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3)During the three months ended March 31, 2022 and year ended December 31, 2021, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

In April 2021, the Company executed two interest rate cap agreements on its mortgage debt issued in conjunction with the acquisition of the MOB Portfolio (see Note 3).

The following table summarizes the Company’s outstanding interest rate cap agreements as of March 31, 2022 (in thousands):

Date Entered	Maturity Date	Hedge Designation	Notional		Strike Rate	Index	Fair Value(1)
April 2021(2)	May 2024	Non-designated	$	142,100	2.00 %	1 mo. USD-LIBOR-BBA	$	2,391

_____________________________

(1)Derivative assets are recorded in other assets, net in the Consolidated Balance Sheets.

(2)Represents two interest rate cap agreements that manage the Company’s exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates.

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Accounts Payable, Accrued Liabilities, and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands):

	March 31, 2022		December 31, 2021
Refundable entrance fees(1)	$	281,242	$	288,409
Accrued construction costs	163,277		179,995
Accrued interest	35,753		59,342
Other accounts payable and accrued liabilities	215,101		227,638
Accounts payable, accrued liabilities, and other liabilities	$	695,373	$	755,384

_______________________________________

(1)At March 31, 2022 and December 31, 2021, unamortized nonrefundable entrance fee liabilities were $498 million and $496 million, respectively, which are recorded within deferred revenue on the Consolidated Balance Sheets. During the three months ended March 31, 2022, the Company collected nonrefundable entrance fees of $21 million and recognized amortization of $19 million. During the three months ended March 31, 2021, the Company collected nonrefundable entrance fees of $15 million and recognized amortization of $20 million. The amortization of nonrefundable entrance fees is included within resident fees and services on the Consolidated Statements of Operations.

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Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment	$ (6,947,722)	$ (7,058,760)	$ (7,241,139)	$ (7,289,950)
Redeemable noncontrolling interests	97,890	87,344
Accounts payable, accrued liabilities, and other liabilities	$ (695,373)	$ (755,384)
Revision of Prior Period, Error Correction, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment			75,543
Redeemable noncontrolling interests			78,413
Accounts payable, accrued liabilities, and other liabilities			$ 2,870

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Summary of Significant Accounting Policies - Government Grant Income (Details) - Government Assistance, CARES Act - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Unusual or Infrequent Item, or Both [Line Items]
Government grant income received	$ 7,406	$ 4,968
Government grant income recorded in other income (expense), net
Unusual or Infrequent Item, or Both [Line Items]
Government grant income received	6,552	1,310
Government grant income recorded in equity income (loss) from unconsolidated joint ventures
Unusual or Infrequent Item, or Both [Line Items]
Government grant income received	648	426
Government grant income recorded in income (loss) from discontinued operations
Unusual or Infrequent Item, or Both [Line Items]
Government grant income received	$ 206	$ 3,232

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Real Estate Transactions - Real Estate Investments (Details) $ in Millions	1 Months Ended		3 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) property	Jan. 31, 2022 USD ($)	Mar. 31, 2021 property	Dec. 31, 2021 USD ($) a property	Apr. 30, 2021 USD ($)
MASSACHUSETTS
Real Estate [Line Items]
Payments to acquire real estate				$ 498
Number of properties acquired | property				8
CALIFORNIA
Real Estate [Line Items]
Area of land (in acres) | a				12
Payments to acquire land				$ 128
Life Science | MASSACHUSETTS
Real Estate [Line Items]
Payments to acquire real estate		$ 72
Life Science | CALIFORNIA
Real Estate [Line Items]
Payments to acquire real estate		$ 24		$ 20
Number of properties acquired | property				1
Medical Office Buildings
Real Estate [Line Items]
Number of properties acquired | property			2	2
Medical Office Buildings | Mortgage Debt
Real Estate [Line Items]
Debt instrument, face amount				$ 142	$ 142
Medical Office Buildings | MASSACHUSETTS
Real Estate [Line Items]
Payments to acquire real estate				$ 55
Number of properties acquired | property				1
Medical Office Buildings | TEXAS
Real Estate [Line Items]
Payments to acquire real estate	$ 43			$ 60
Number of properties acquired | property	2			2
Medical Office Buildings | TENNESSEE
Real Estate [Line Items]
Payments to acquire real estate				$ 13
Number of properties acquired | property				1
Medical Office Buildings | COLORADO
Real Estate [Line Items]
Payments to acquire real estate				$ 38
Number of properties acquired | property				1
Medical Office Buildings | UNITED STATES
Real Estate [Line Items]
Payments to acquire real estate				$ 371
Number of properties acquired | property				14
Medical Office Buildings | FLORIDA
Real Estate [Line Items]
Payments to acquire real estate				$ 16
Number of properties acquired | property				1
Medical Office Buildings | KANSAS
Real Estate [Line Items]
Payments to acquire real estate				$ 50
Number of properties acquired | property				1
Medical Office Buildings | NEW JERSEY
Real Estate [Line Items]
Payments to acquire real estate				$ 155
Number of properties acquired | property				3
Medical Office Buildings | WASHINGTON
Real Estate [Line Items]
Payments to acquire real estate				$ 43
Number of properties acquired | property				1
Medical Office Buildings | LOUISIANA
Real Estate [Line Items]
Payments to acquire real estate				$ 34
Number of properties acquired | property				1

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Real Estate Transactions - Development Activities (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Real Estate [Abstract]
Development and redevelopment projects, amount decrease	$ 52
Development commitments	$ 418

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Dispositions of Real Estate and Discontinued Operations - Narrative (Details)	1 Months Ended									3 Months Ended		12 Months Ended	15 Months Ended
	Apr. 30, 2022 USD ($) property	Feb. 28, 2022 USD ($)	Jan. 31, 2022 USD ($) property	Jun. 30, 2021 USD ($) property	May 31, 2021 USD ($) property	Apr. 30, 2021 USD ($) property	Mar. 31, 2021 USD ($) property	Feb. 28, 2021 USD ($) property	Jan. 31, 2021 USD ($) property	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($) property	Dec. 31, 2021 USD ($) property	Mar. 31, 2022 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net										$ 3,856,000	$ 0
Impairment of real estate										0	$ 0
Planned MOB Demolition, Tenant Relocation and Other Costs
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Expense on other										$ 14,000,000
Mortgage Debt
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets classified as discontinued operations | property					6	2	2				2
Repayments of secured debt						$ 64,000,000	$ 39,000,000
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net												$ 39,000,000
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net												58,000,000
Sunrise Senior Housing Portfolio | SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditure funding, amount committed		$ 47,000,000		$ 56,000,000					$ 92,000,000
Capital expenditure funding, amount funded													$ 400,000
Oakmont SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Carrying value of mortgages assumed by buyer in real estate dispositions						$ 107,000,000
Oakmont SHOP Portfolio | Mortgage Debt
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed | property						4
Other Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Carrying value of mortgages assumed by buyer in real estate dispositions												$ 36,000,000
Other Dispositions | Mortgage Debt
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed | property												1
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings									230,000,000
Gain (loss) on sales of real estate, net									59,000,000		$ 16,000,000
Payments to acquire finance receivables									150,000,000
SHOP | Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings											$ 5,000,000
Number of assets to be sold | property											1
SHOP | Oakmont SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings						$ 564,000,000
Gain (loss) on sales of real estate, net						80,000,000
SHOP | Discovery SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings						334,000,000
Gain (loss) on sales of real estate, net						9,000,000
Proceeds from sale of loans and preferred equity method investments						21,000,000
SHOP | Sonata SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings						64,000,000
Gain (loss) on sales of real estate, net						$ 3,000,000
SHOP | Other Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings												$ 169,000,000
Senior Housing Triple Net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings												24,000,000
Senior Housing Triple Net | Brookdale Triple Net Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings									510,000,000
Gain (loss) on sales of real estate, net									$ 169,000,000
Senior Housing Triple Net | HRA Triple Net Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings								$ 132,000,000
Gain (loss) on sales of real estate, net								$ 33,000,000
Life Science
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties sold | property			1
Proceeds from sale of buildings			$ 14,000,000
Gain (loss) on sales of real estate, net			$ 4,000,000
Medical Office Buildings
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings												$ 68,000,000
Number of assets to be sold | property												10
Medical Office Buildings | Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties sold | property	1
Proceeds from sale of buildings	$ 13,000,000
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property									16			15
SHOP | Sunrise Senior Housing Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings									$ 664,000,000
Number of assets to be sold | property									32
Payments to acquire finance receivables									$ 410,000,000
SHOP | Oakmont SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property						12
SHOP | Discovery SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net						$ 0
Number of assets to be sold | property						10
Number of preferred equity method investments sold | property						2
SHOP | Sonata SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property						5
SHOP | SLC SHOP Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property					7
Repayments of secured debt					$ 70,000,000
SHOP | SLC SHOP Portfolio | Definitive Agreement Four
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings					113,000,000
Gain (loss) on sales of real estate, net					1,000,000
Senior Housing Triple Net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property												7
Senior Housing Triple Net | Sunrise Senior Housing Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings				80,000,000
Gain (loss) on sales of real estate, net				$ 22,000,000
Number of assets to be sold | property				2
Senior Housing Triple Net | Brookdale Triple Net Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property									24
Senior Housing Triple Net | HRA Triple Net Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold | property								8
Medical Office, Hospital
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings					226,000,000
Gain (loss) on sales of real estate, net					$ 172,000,000
Number of assets to be sold | property					1

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Dispositions of Real Estate and Discontinued Operations - Assets and Liabilities for Discontinued Operations (Details) $ in Thousands	Mar. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
ASSETS
Cash and cash equivalents	$ 7,989	$ 7,707	$ 40,161	$ 53,085
Total assets of discontinued operations, net	33,812	37,190
LIABILITIES
Total liabilities of discontinued operations, net	14,318	15,056
Allowance for doubtful accounts receivable	4,146	4,138
Right-of-use asset	232,457	233,942
Deferred revenue	817,022	789,207
Held-for-sale
ASSETS
Accounts receivable, net of allowance of $4,146 and $4,138	2,764	2,446
Cash and cash equivalents	7,989	7,707
Right-of-use asset, net	23	26
Other assets, net	1,976	3,237
Total assets of discontinued operations, net	12,752	13,416
Assets held for sale, net	21,060	23,774
Assets held for sale and discontinued operations, net	33,812	37,190
LIABILITIES
Lease liability	23	26
Accounts payable, accrued liabilities, and other liabilities	14,072	14,843
Deferred revenue	139	92
Total liabilities of discontinued operations, net	14,234	14,961
Liabilities related to assets held for sale, net	84	95
Liabilities related to assets held for sale and discontinued operations, net	14,318	15,056
Net real estate assets	20,000	23,000
Right-of-use asset	$ 1,000	$ 1,000
Held-for-sale | Medical Office Buildings
LIABILITIES
Number of properties classified as held for sale | property	5	4
Held-for-sale | Life Science
LIABILITIES
Number of properties classified as held for sale | property		1

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Dispositions of Real Estate and Discontinued Operations - Schedule of Results of Discontinued Operations (Details) - Held-for-sale - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rental and related revenues	$ 0	$ 5,228
Resident fees and services	2,655	72,998
Total revenues	2,655	78,226
Interest expense	0	2,676
Operating	2,674	71,519
Transaction costs	0	76
Total costs and expenses	2,674	74,271
Gain (loss) on sales of real estate, net	(71)	259,662
Other income (expense), net	3	5,885
Total other income (expense), net	(68)	265,547
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	(87)	269,502
Income tax benefit (expense)	340	821
Equity income (loss) from unconsolidated joint ventures	64	(315)
Income (loss) from discontinued operations	$ 317	$ 270,008

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Leases - Lease Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Interest and Other Income [Abstract]
Fixed income from operating leases	$ 287,292	$ 262,937
Variable income from operating leases	82,858	65,035
Interest income from direct financing leases	$ 1,168	$ 2,163

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Leases - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Leases [Abstract]
Proceeds from sale of lease receivable	$ 68
Gain on sale of direct financing lease	$ 23

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Leases - Direct Financing Leases (Details) $ in Thousands	Mar. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property
Leases [Abstract]
Present value of minimum lease payments receivable	$ 0	$ 1,220
Present value of estimated residual value	0	44,706
Less deferred selling profits	0	(1,220)
Net investment in direct financing leases	$ 0	$ 44,706
Properties subject to direct financing leases | property	0	1

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Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financing Receivable, Allowance for Credit Loss [Line Items]
Unamortized discounts, fees, and costs	$ (3,301)	$ (4,186)
Reserve for loan losses	(1,944)	(1,813)	$ (10,280)
Loans receivable, net	409,753	415,811
Remaining loans receivable commitments	49,000	58,000
Secured mortgage loans
Financing Receivable, Allowance for Credit Loss [Line Items]
Financing receivable, gross	388,746	396,281
Mezzanine and other
Financing Receivable, Allowance for Credit Loss [Line Items]
Financing receivable, gross	$ 26,252	$ 25,529

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Loans Receivable - Narrative (Details)	1 Months Ended							3 Months Ended			12 Months Ended			15 Months Ended
	Feb. 28, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jul. 31, 2021 USD ($)	Jun. 30, 2021 USD ($) property	May 31, 2021 USD ($) property	Apr. 30, 2021 USD ($) property	Jan. 31, 2021 USD ($) property	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($) property	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) property	Dec. 31, 2021 USD ($) loan	Mar. 31, 2022 USD ($)	Dec. 31, 2020 USD ($)
Loans Receivable:
Net cash provided by financing activities								$ (18,511,000)		$ (924,119,000)
Gain (loss) on sales of real estate, net								3,856,000		0
Financing receivable, after allowance for credit loss								409,753,000			$ 415,811,000	$ 415,811,000	$ 415,811,000	$ 409,753,000
Reserves for loans receivable								1,944,000			1,813,000	$ 1,813,000	$ 1,813,000	1,944,000	$ 10,280,000
Number of loans sold												6	2
Proceeds from sale of receivables											53,000,000
Gain (loss) on sale of financing receivable								23,000,000
Credit loss reserve on unfunded loan commitments								300,000			300,000	$ 300,000	$ 300,000	300,000
Sunrise Senior Housing Portfolio | SHOP
Loans Receivable:
Net cash provided by financing activities							$ 410,000,000
Capital expenditure funding, amount committed	$ 47,000,000			$ 56,000,000			$ 92,000,000
Capital expenditure funding, cost of capital, percent committed							65.00%
Capital expenditure funding, amount funded														400,000
Secured mortgage loans
Loans Receivable:
Financing receivable, gross								388,746,000			396,281,000	396,281,000	396,281,000	388,746,000
Secured Loans
Loans Receivable:
Reserves for loans receivable								1,938,000			1,804,000	$ 1,804,000	1,804,000	1,938,000	$ 3,152,000
SHOP
Loans Receivable:
Number of assets to be sold | property							16					15
SHOP | Sunrise Senior Housing Portfolio
Loans Receivable:
Number of assets to be sold | property							32
Proceeds from sale of property							$ 664,000,000
Proceeds from the collection of loans receivable	$ 8,000,000			$ 246,000,000
Financing receivable, after allowance for credit loss								157,000,000			165,000,000	$ 165,000,000	165,000,000	157,000,000
SHOP | Discovery SHOP Portfolio
Loans Receivable:
Number of assets to be sold | property						10
Gain (loss) on sales of real estate, net						$ 0
SHOP | Secured Loans | Discovery SHOP Portfolio
Loans Receivable:
Number of loans held for sale | property						2
Number of loans sold | property						2
Gain (loss) on sale of financing receivable						$ 0
Secured mortgage loans
Loans Receivable:
Number of loans held for sale | property				2					2
Financing receivable, gross				$ 64,000,000					$ 64,000,000
Decrease in financing receivable									11,000,000
Financing receivable, after allowance for credit loss				53,000,000					53,000,000
Reserves for loans receivable				$ 8,000,000					$ 8,000,000
Principal repayments received		$ 15,000,000	$ 8,000,000		$ 10,000,000
Number of loans receivable | property					1
SHOP
Loans Receivable:
Proceeds from sale of property							230,000,000
Net cash provided by financing activities							150,000,000
Gain (loss) on sales of real estate, net							$ 59,000,000			$ 16,000,000
Loans receivable, market rate										5.25%
Non-cash interest income								1,000,000		$ 2,000,000
SHOP | Minimum
Loans Receivable:
Loans receivable, stated interest rate										3.50%
Interest income, amortization period (in years)										1 year
SHOP | Maximum
Loans Receivable:
Loans receivable, stated interest rate										4.50%
Interest income, amortization period (in years)										3 years
SHOP | Discovery SHOP Portfolio
Loans Receivable:
Proceeds from sale of property						334,000,000
Gain (loss) on sales of real estate, net						$ 9,000,000
CCRC JV | Lessor Asset Under Operating Lease | Brookedale MTCA | Other Non-Reporting Segment
Loans Receivable:
Financing receivable, after allowance for credit loss								$ 25,000,000			$ 24,000,000	$ 24,000,000	$ 24,000,000	$ 25,000,000

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Loans Receivable - Schedule of Loans Receivable by Origination Year (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Secured Mortgage Loans
Loans receivable
2022	$ 0
2021	301,796
2020	79,512
2019	2,199
2018	0
Prior	0
Total	383,507
Mezzanine and other
Loans receivable
2022	12,521
2021	12,284
2020	1,441
2019	0
2018	0
Prior	0
Total	26,246
Performing loans | Secured Mortgage Loans
Loans receivable
2022	0
2021	301,796
2020	79,512
2019	2,199
2018	0
Prior	0
Total	383,507
Performing loans | Mezzanine and other
Loans receivable
2022	12,521
2021	12,284
2020	1,441
2019	0
2018	0
Prior	0
Total	26,246
Watch list loans | Secured Mortgage Loans
Loans receivable
2022	0
2021	0
2020	0
2019	0
2018	0
Prior	0
Total	0
Watch list loans | Mezzanine and other
Loans receivable
2022	0
2021	0
2020	0
2019	0
2018	0
Prior	0
Total	0
Workout loans | Secured Mortgage Loans
Loans receivable
2022	0
2021	0
2020	0
2019	0
2018	0
Prior	0
Total	0
Workout loans | Mezzanine and other
Loans receivable
2022	0
2021	0
2020	0
2019	0
2018	0
Prior	0
Total	$ 0

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Loans Receivable - Schedule of Reserve for Loan Losses (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($)	Dec. 31, 2021 property	Dec. 31, 2021 USD ($)	Dec. 31, 2021 loan
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Reserve for loan losses, beginning of period	$ 1,813		$ 10,280
Provision for expected loan losses	131		1,689
Expected loan losses related to loans sold and repaid	0		(10,156)
Reserve for loan losses, end of period	1,944		1,813
Number of loans sold		6		2
Secured Loans
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Reserve for loan losses, beginning of period	1,804		3,152
Provision for expected loan losses	134		793
Expected loan losses related to loans sold and repaid	0		(2,141)
Reserve for loan losses, end of period	1,938		1,804
Mezzanine and Other
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Reserve for loan losses, beginning of period	9		7,128
Provision for expected loan losses	(3)		896
Expected loan losses related to loans sold and repaid	0		(8,015)
Reserve for loan losses, end of period	$ 6		$ 9

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Investments in and Advances to Unconsolidated Joint Ventures (Details) $ in Thousands	1 Months Ended					12 Months Ended
	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 31, 2021 USD ($) property	Apr. 30, 2021 property	Jan. 31, 2021 property	Dec. 31, 2021 USD ($) property	Mar. 31, 2022 USD ($) joint_venture property	Mar. 31, 2021 joint_venture
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures		$ 403,634				$ 403,634	$ 403,159
Discovery Naples JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage								41.00%
Discovery Sarasota JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage								47.00%
Medical Office JVs
Schedule of Equity Method Investments [Line Items]
Number of unconsolidated joint ventures (in joint ventures) | joint_venture							2
HCP Ventures IV, LLC
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage							20.00%
Suburban Properties, LLC
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage							67.00%
HCP Ventures III, LLC
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage		30.00%				30.00%
Discovery Naples JV and Discovery Sarasota JV
Schedule of Equity Method Investments [Line Items]
Number of unconsolidated joint ventures (in joint ventures) | joint_venture								2
CCRC JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage			49.00%
Proceeds from sale of property			$ 19,000
Brookedale MTCA | CCRC JV
Schedule of Equity Method Investments [Line Items]
Number of assets to be sold | property			2
Proceeds from sale of property			$ 38,000
Other Non-Reporting Segment | SWF SH JV
Schedule of Equity Method Investments [Line Items]
Property count | property							19
Investment ownership percentage							54.00%
Equity method investments		$ 355,394				$ 355,394	$ 353,268
Life Science
Schedule of Equity Method Investments [Line Items]
Proceeds from sale of property	$ 14,000
Life Science | Life Science JV
Schedule of Equity Method Investments [Line Items]
Property count | property							1
Investment ownership percentage							49.00%
Equity method investments		$ 25,605				$ 25,605	$ 26,572
Life Science | Needham Land Parcel JV
Schedule of Equity Method Investments [Line Items]
Property count | property							0
Investment ownership percentage		38.00%				38.00%	38.00%
Equity method investments		$ 13,566				$ 13,566	$ 14,346
Payments to acquire equity method investment		13,000
Medical Office
Schedule of Equity Method Investments [Line Items]
Number of assets to be sold | property						10
Proceeds from sale of property						$ 68,000
Medical Office | Medical Office JVs
Schedule of Equity Method Investments [Line Items]
Property count | property							3
Equity method investments		$ 9,069				$ 9,069	$ 8,973
Medical Office | Medical Office JVs | Minimum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage							20.00%
Medical Office | Medical Office JVs | Maximum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage							67.00%
SHOP
Schedule of Equity Method Investments [Line Items]
Number of assets to be sold | property					16	15
SHOP | Discovery SHOP Portfolio
Schedule of Equity Method Investments [Line Items]
Number of preferred equity method investments sold | property				2
Number of assets to be sold | property				10

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Intangibles - Intangibles Lease Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intangibles [Abstract]
Gross intangible lease assets	$ 802,078	$ 797,675
Accumulated depreciation and amortization	(304,974)	(277,915)
Intangible assets, net	$ 497,104	$ 519,760
Weighted average remaining amortization period in years	6 years	6 years

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Intangibles - Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intangibles [Abstract]
Gross intangible lease liabilities	$ 239,677	$ 234,917
Accumulated depreciation and amortization	(64,322)	(57,685)
Intangible liabilities, net	$ 175,355	$ 177,232
Weighted average remaining amortization period in years	8 years	8 years

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Intangibles - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period in years	6 years	6 years
Weighted average remaining amortization period, liabilities	8 years	8 years
Brookedale MTCA
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 4	$ 109
Intangible liabilities acquired	$ 5	$ 57
Weighted average remaining amortization period in years	9 years	9 years
Weighted average remaining amortization period, liabilities	12 years	9 years

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Debt - Bank Line of Credit and Term Loans (Details)		1 Months Ended		3 Months Ended
	May 23, 2019 USD ($) renewal_option	Sep. 30, 2021 USD ($) renewal_option	Jul. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 31, 2019 USD ($)
Debt Instrument
Balance outstanding				$ 1,330,813,000	$ 1,165,975,000
Line of Credit and Term Loan
Debt Instrument
Debt instrument, covenant debt to assets (as a percent)		60.00%
Debt instrument, covenant secured debt to assets (as a percent)		40.00%
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent)		60.00%
Debt instrument, covenant minimum fixed charge coverage ratio		1.5
Debt instrument, covenant net worth		$ 7,700,000,000
Bank Line of Credit | Revolving Credit Facility
Debt Instrument
Line of credit facility, maximum borrowing capacity	$ 2,500,000,000	$ 3,000,000,000
Number of extensions | renewal_option	2	2
Length of debt instrument extension period (in months)	6 months	6 months
Debt instrument, facility fee (as a percent)				0.15%
Balance outstanding				$ 0	$ 0
Line of credit facility additional aggregate amount, maximum		$ 750,000,000
Debt Instrument, interest rate, reduction available for sustainability metrics		0.00025
Bank Line of Credit | Revolving Credit Facility | LIBOR
Debt Instrument
Debt instrument, basis spread on variable rate (as a percent)				0.78%
Bank Line of Credit | 2019 Term Loan
Debt Instrument
Amount						$ 250,000,000
Repayment of 2019 term loan			$ 250,000,000

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Debt - Commercial Paper Program (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument
Debt instrument, term (in months)	45 days	2 months
Weighted-average interest rate (as a percent)	0.93%	0.32%
Commercial Paper Program
Debt Instrument
Maximum outstanding amount capacity		$ 1,500,000,000	$ 1,000,000,000
Borrowings	$ 1,330,000,000	$ 1,170,000,000

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Debt - Senior Unsecured Notes (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) bond	Nov. 24, 2021 USD ($)	Jul. 12, 2021 USD ($)	May 19, 2021 USD ($)	Feb. 26, 2021 USD ($)	Jan. 28, 2021 USD ($)
Debt Instrument
Principal balance on debt	$ 6,379,802,000
Loss on extinguishment of debt	0	$ 164,292,000
Number of bond offerings | bond			2
Senior Unsecured Note
Debt Instrument
Principal balance on debt	$ 4,700,000,000		$ 4,700,000,000
Senior Unsecured Note | Unsecured Note 3.400 Percent
Debt Instrument
Amount						$ 251,806,000
Coupon Rate						3.40%
Senior Unsecured Note | Unsecured Note 4.000 Percent
Debt Instrument
Amount						$ 298,194,000
Coupon Rate						4.00%
Senior Unsecured Note | Unsecured Note 4.250 Percent
Debt Instrument
Amount							$ 188,000,000	$ 112,000,000
Coupon Rate							4.25%	4.25%
Senior Unsecured Note | Unsecured Note 4.200 Percent
Debt Instrument
Amount							$ 149,000,000	$ 201,000,000
Coupon Rate							4.20%	4.20%
Senior Unsecured Note | Unsecured Note 3.880 Percent
Debt Instrument
Amount							$ 331,000,000	$ 469,000,000
Coupon Rate							3.88%	3.88%
Senior Unsecured Note | Senior Notes Due 2025
Debt Instrument
Loss on extinguishment of debt			$ 61,000,000
Senior Unsecured Note | Senior Notes Due 2023 and 2024
Debt Instrument
Loss on extinguishment of debt		$ 164,000,000
Senior Unsecured Note | Unsecured Note 2.13 Percent
Debt Instrument
Amount				$ 500,000,000
Coupon Rate				2.13%
Senior Unsecured Note | Unsecured Note 1.35 Percent
Debt Instrument
Amount					$ 450,000,000
Coupon Rate					1.35%

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Debt - Mortgage Debt (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) derivativeHeld facility	Mar. 31, 2021 USD ($)	Apr. 30, 2022 derivativeHeld	Dec. 31, 2021 USD ($) facility derivativeHeld	Apr. 30, 2021 USD ($)
Debt Instrument
Principal balance on debt	$ 6,379,802
Interest-rate Swap Contracts
Debt Instrument
Number of interest-rate contracts held | derivativeHeld	0			0
Subsequent Event | Interest-rate Swap Contracts | Cash Flow Hedging | Designated as Hedging Instrument
Debt Instrument
Number of interest-rate contracts held | derivativeHeld			2
Medical Office Buildings | Mortgage Debt
Debt Instrument
Amount				$ 142,000	$ 142,000
Mortgage Debt
Debt Instrument
Principal balance on debt	$ 348,989			$ 350,000
Number of healthcare facilities used to secure debt (in facilities) | facility	18			18
Debt instrument, collateral, healthcare facilities carrying value	$ 803,000			$ 811,000
Debt instrument, periodic payment	$ 1,000	$ 1,000

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Debt - Debt Maturities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument
2022	$ 3,778
2023	90,089
2024	7,024
2025	803,209
2026	2,225,336
Thereafter	3,250,366
Total debt before discount, net	6,379,802
(Discounts), premium and debt costs, net	(44,220)
Long-term debt	$ 6,335,582
Weighted-average interest rate (as a percent)	0.93%	0.32%
Bank Line of Credit
Debt Instrument
2022	$ 0
2023	0
2024	0
2025	0
2026	0
Thereafter	0
Total debt before discount, net	0
(Discounts), premium and debt costs, net	0
Long-term debt	0
Commercial Paper
Debt Instrument
2022	0
2023	0
2024	0
2025	0
2026	1,330,813
Thereafter	0
Total debt before discount, net	1,330,813
(Discounts), premium and debt costs, net	0
Long-term debt	1,330,813
Senior Unsecured Note
Debt Instrument
2022	0
2023	0
2024	0
2025	800,000
2026	650,000
Thereafter	3,250,000
Total debt before discount, net	4,700,000	$ 4,700,000
(Discounts), premium and debt costs, net	(45,944)
Long-term debt	$ 4,654,056
Weighted-average interest rate (as a percent)	3.39%
Weighted-average maturity (in years)	7 years
Senior Unsecured Note | Interest Rate 2022
Debt Instrument
Interest Rate	0.00%
Senior Unsecured Note | Interest Rate 2023
Debt Instrument
Interest Rate	0.00%
Senior Unsecured Note | Interest Rate 2024
Debt Instrument
Interest Rate	0.00%
Senior Unsecured Note | Interest Rate 2025
Debt Instrument
Interest Rate	3.93%
Senior Unsecured Note | Interest Rate 2026
Debt Instrument
Interest Rate	3.39%
Senior Unsecured Note | Interest Rate Thereafter
Debt Instrument
Interest Rate	3.24%
Senior Unsecured Note | Minimum
Debt Instrument
Interest Rate	1.54%
Senior Unsecured Note | Maximum
Debt Instrument
Interest Rate	6.91%
Mortgage Debt
Debt Instrument
2022	$ 3,778
2023	90,089
2024	7,024
2025	3,209
2026	244,523
Thereafter	366
Total debt before discount, net	348,989	$ 350,000
(Discounts), premium and debt costs, net	1,724
Long-term debt	$ 350,713
Weighted-average interest rate (as a percent)	3.36%
Weighted-average maturity (in years)	4 years
Mortgage Debt | Interest Rate 2022
Debt Instrument
Interest Rate	3.80%
Mortgage Debt | Interest Rate 2023
Debt Instrument
Interest Rate	3.80%
Mortgage Debt | Interest Rate 2024
Debt Instrument
Interest Rate	3.81%
Mortgage Debt | Interest Rate 2025
Debt Instrument
Interest Rate	3.80%
Mortgage Debt | Interest Rate 2026
Debt Instrument
Interest Rate	3.11%
Mortgage Debt | Interest Rate Thereafter
Debt Instrument
Interest Rate	5.91%
Mortgage Debt | Minimum
Debt Instrument
Interest Rate	2.72%
Mortgage Debt | Maximum
Debt Instrument
Interest Rate	5.91%

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Commitments and Contingencies (Details)	Mar. 31, 2022 property
Life Science JV | Life Science
Loss Contingencies [Line Items]
Investment ownership percentage	49.00%
Indemnification Agreement
Loss Contingencies [Line Items]
Number of properties may be contributed in the agreement	29

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Equity and Redeemable Noncontrolling Interests - Additional Information (Details) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended		12 Months Ended		24 Months Ended
	Apr. 28, 2022 $ / shares	Apr. 30, 2021 USD ($)	May 31, 2021 USD ($)	Mar. 31, 2022 USD ($) interest $ / shares shares	Mar. 31, 2021 $ / shares shares	Dec. 31, 2022 interest	Dec. 31, 2021 USD ($) interest $ / shares shares	Dec. 31, 2024 interest
Class of Stock [Line Items]
Dividends declared (in dollars per share) | $ / shares				$ 0.30	$ 0.30
Dividends paid (in dollars per share) | $ / shares				$ 0.30	$ 0.30
Number of redeemable noncontrolling interest redemptions | interest							1
Payments for repurchase of redeemable noncontrolling interest | $							$ 60
Number of interests redeemable over time | interest				3
Forecast
Class of Stock [Line Items]
Number of interests redeemable over time | interest						1		2
Subsequent Event
Class of Stock [Line Items]
Dividends declared (in dollars per share) | $ / shares	$ 0.30
2020 ATM Program
Class of Stock [Line Items]
ATM aggregate amount authorized | $		$ 1,250	$ 1,500
ATM aggregate amount remaining | $				$ 1,180
Maximum shares issuable under forward equity sales agreement (in shares) | shares							9,100,000
Forward equity sales agreement, initial net price (in usd per share) | $ / shares							$ 35.25
At-The-Market Program | Minimum
Class of Stock [Line Items]
Option indexed to issuers equity, term (in years)				1 year
At-The-Market Program | Maximum
Class of Stock [Line Items]
Option indexed to issuers equity, term (in years)				2 years
2020 ATM Program, Settled
Class of Stock [Line Items]
Share settlement (in shares) | shares				0
Remainder outstanding (in shares) | shares				9,100,000
ATM Direct Issuances | Common Stock
Class of Stock [Line Items]
Issuance of common stock, net (in shares) | shares				0	0

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Equity and Redeemable Noncontrolling Interests - AOCI (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Loss
Supplemental Executive Retirement Plan minimum liability	$ (3,047)	$ (3,147)
Total accumulated other comprehensive income (loss)	$ (3,047)	$ (3,147)

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Earnings Per Common Share - Narrative (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive potential common shares - forward equity agreements (in shares)	0	0
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares)	9,100,000
Down REIT
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares)	7,000,000	7,000,000

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Earnings Per Common Share - Computation of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator
Income (loss) from continuing operations	$ 75,026	$ (120,585)
Noncontrolling interests' share in continuing operations	(3,730)	(3,306)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	71,296	(123,891)
Less: Participating securities' share in continuing operations	(1,976)	(2,451)
Income (loss) from continuing operations applicable to common shares	69,320	(126,342)
Income (loss) from discontinued operations	317	270,008
Noncontrolling interests' share in discontinued operations	0	(329)
Net income (loss) applicable to common shares	$ 69,637	$ 143,337
Denominator
Basic weighted average shares outstanding (in shares)	539,352,000	538,679,000
Dilutive potential common shares - equity awards (in shares)	234,000	0
Diluted weighted average common shares (in shares)	539,586,000	538,679,000
Basic earnings (loss) per common share
Continuing operations (in dollars per share)	$ 0.13	$ (0.23)
Discontinued operations (in dollars per share)	0.00	0.50
Net income (loss) applicable to common shares (in dollars per share)	0.13	0.27
Diluted earnings (loss) per common share
Continuing operations (in dollars per share)	0.13	(0.23)
Discontinued operations (in dollars per share)	0.00	0.50
Net income (loss) applicable to common shares (in dollars per share)	$ 0.13	$ 0.27
Outstanding equity awards (in shares)	1,000,000	1,000,000
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares)	9,100,000
Forward sales agreements that have been settled (in shares)		0

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Segment Disclosures - Summary Information for the Reportable Segments (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2022 USD ($)	Mar. 31, 2022 USD ($) property	Mar. 31, 2021 USD ($)
Segment Disclosure
Number of facilities owned by unconsolidated joint venture | property		19
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues		$ 498,372	$ 455,276
Government grant income		6,552	1,310
Less: Interest income		(5,494)	(9,013)
Healthpeak’s share of unconsolidated joint venture total revenues		20,208	23,293
Healthpeak’s share of unconsolidated joint venture government grant income		648	426
Noncontrolling interests’ share of consolidated joint venture total revenues		(8,877)	(8,991)
Operating expenses		(207,247)	(181,761)
Healthpeak’s share of unconsolidated joint venture operating expenses		(14,837)	(18,059)
Noncontrolling interests’ share of consolidated joint venture operating expenses		2,621	2,524
Adjustments to NOI		(17,666)	(13,601)
Adjusted NOI		274,280	251,404
Plus: Adjustments to NOI		17,666	13,601
Interest income		5,494	9,013
Interest expense		(37,586)	(46,843)
Depreciation and amortization		(177,733)	(157,538)
General and administrative		(23,831)	(24,902)
Transaction costs		(296)	(798)
Impairments and loan loss reserves		(132)	(3,242)
Gain (loss) on sales of real estate, net		3,856	0
Gain (loss) on debt extinguishments		0	(164,292)
Other income (expense), net		18,316	2,200
Less: Government grant income		(6,552)	(1,310)
Less: Healthpeak’s share of unconsolidated joint venture NOI		(6,019)	(5,660)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI		6,256	6,467
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures		73,719	(121,900)
Income tax benefit (expense)		(777)	(8)
Equity income (loss) from unconsolidated joint ventures		2,084	1,323
Income (loss) from continuing operations		75,026	(120,585)
Income (loss) from discontinued operations		317	270,008
Net income (loss)		75,343	149,423
Corporate Non-segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues		0	0
Government grant income		0	0
Less: Interest income		0	0
Healthpeak’s share of unconsolidated joint venture total revenues		0	0
Healthpeak’s share of unconsolidated joint venture government grant income		0	0
Noncontrolling interests’ share of consolidated joint venture total revenues		0	0
Operating expenses		0	0
Healthpeak’s share of unconsolidated joint venture operating expenses		0	0
Noncontrolling interests’ share of consolidated joint venture operating expenses		0	0
Adjustments to NOI		0	0
Adjusted NOI		0	0
Plus: Adjustments to NOI		0	0
Interest income		0	0
Interest expense		(34,685)	(44,728)
Depreciation and amortization		0	0
General and administrative		(23,831)	(24,902)
Transaction costs		0	0
Impairments and loan loss reserves		0	0
Gain (loss) on sales of real estate, net		0
Gain (loss) on debt extinguishments			(164,292)
Other income (expense), net		909	1,817
Less: Government grant income		0	0
Less: Healthpeak’s share of unconsolidated joint venture NOI		0	0
Plus: Noncontrolling interests’ share of consolidated joint venture NOI		0	0
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures		(57,607)	(232,105)
Income tax benefit (expense)		(777)	(8)
Equity income (loss) from unconsolidated joint ventures		0	0
Income (loss) from continuing operations		(58,384)	(232,113)
Income (loss) from discontinued operations		317	270,008
Net income (loss)		(58,067)	37,895
Life Science
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Gain (loss) on sales of real estate, net	$ 4,000
Life Science | Operating Segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues		194,055	169,934
Government grant income		0	0
Less: Interest income		0	0
Healthpeak’s share of unconsolidated joint venture total revenues		1,431	1,337
Healthpeak’s share of unconsolidated joint venture government grant income		0	0
Noncontrolling interests’ share of consolidated joint venture total revenues		(57)	(65)
Operating expenses		(48,189)	(39,461)
Healthpeak’s share of unconsolidated joint venture operating expenses		(483)	(425)
Noncontrolling interests’ share of consolidated joint venture operating expenses		19	20
Adjustments to NOI		(14,112)	(11,810)
Adjusted NOI		132,664	119,530
Plus: Adjustments to NOI		14,112	11,810
Interest income		0	0
Interest expense		0	(102)
Depreciation and amortization		(78,138)	(68,434)
General and administrative		0	0
Transaction costs		(292)	(32)
Impairments and loan loss reserves		0	0
Gain (loss) on sales of real estate, net		3,856
Gain (loss) on debt extinguishments			0
Other income (expense), net		(9)	4
Less: Government grant income		0	0
Less: Healthpeak’s share of unconsolidated joint venture NOI		(948)	(912)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI		38	45
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures		71,283	61,909
Income tax benefit (expense)		0	0
Equity income (loss) from unconsolidated joint ventures		966	(93)
Income (loss) from continuing operations		72,249	61,816
Income (loss) from discontinued operations		0	0
Net income (loss)		72,249	61,816
Medical Office | Operating Segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues		177,263	160,201
Government grant income		0	0
Less: Interest income		0	0
Healthpeak’s share of unconsolidated joint venture total revenues		732	715
Healthpeak’s share of unconsolidated joint venture government grant income		0	0
Noncontrolling interests’ share of consolidated joint venture total revenues		(8,820)	(8,926)
Operating expenses		(61,170)	(51,121)
Healthpeak’s share of unconsolidated joint venture operating expenses		(299)	(294)
Noncontrolling interests’ share of consolidated joint venture operating expenses		2,602	2,504
Adjustments to NOI		(3,546)	(1,923)
Adjusted NOI		106,762	101,156
Plus: Adjustments to NOI		3,546	1,923
Interest income		0	0
Interest expense		(1,036)	(95)
Depreciation and amortization		(67,773)	(57,954)
General and administrative		0	0
Transaction costs		(4)	(330)
Impairments and loan loss reserves		0	0
Gain (loss) on sales of real estate, net		0
Gain (loss) on debt extinguishments			0
Other income (expense), net		10,937	(2,279)
Less: Government grant income		0	0
Less: Healthpeak’s share of unconsolidated joint venture NOI		(433)	(421)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI		6,218	6,422
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures		58,217	48,422
Income tax benefit (expense)		0	0
Equity income (loss) from unconsolidated joint ventures		200	192
Income (loss) from continuing operations		58,417	48,614
Income (loss) from discontinued operations		0	0
Net income (loss)		58,417	48,614
CCRC | Operating Segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues		121,560	116,128
Government grant income		6,552	1,310
Less: Interest income		0	0
Healthpeak’s share of unconsolidated joint venture total revenues		0	4,488
Healthpeak’s share of unconsolidated joint venture government grant income		333	199
Noncontrolling interests’ share of consolidated joint venture total revenues		0	0
Operating expenses		(97,888)	(91,179)
Healthpeak’s share of unconsolidated joint venture operating expenses		0	(4,745)
Noncontrolling interests’ share of consolidated joint venture operating expenses		0	0
Adjustments to NOI		0	20
Adjusted NOI		30,557	26,221
Plus: Adjustments to NOI		0	(20)
Interest income		0	0
Interest expense		(1,865)	(1,918)
Depreciation and amortization		(31,822)	(31,150)
General and administrative		0	0
Transaction costs		0	(432)
Impairments and loan loss reserves		0	0
Gain (loss) on sales of real estate, net		0
Gain (loss) on debt extinguishments			0
Other income (expense), net		6,511	2,176
Less: Government grant income		(6,552)	(1,310)
Less: Healthpeak’s share of unconsolidated joint venture NOI		(333)	58
Plus: Noncontrolling interests’ share of consolidated joint venture NOI		0	0
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures		(3,504)	(6,375)
Income tax benefit (expense)		0	0
Equity income (loss) from unconsolidated joint ventures		539	0
Income (loss) from continuing operations		(2,965)	(6,375)
Income (loss) from discontinued operations		0	0
Net income (loss)		(2,965)	(6,375)
Other Non-reportable | Operating Segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues		5,494	9,013
Government grant income		0	0
Less: Interest income		(5,494)	(9,013)
Healthpeak’s share of unconsolidated joint venture total revenues		18,045	16,753
Healthpeak’s share of unconsolidated joint venture government grant income		315	227
Noncontrolling interests’ share of consolidated joint venture total revenues		0	0
Operating expenses		0	0
Healthpeak’s share of unconsolidated joint venture operating expenses		(14,055)	(12,595)
Noncontrolling interests’ share of consolidated joint venture operating expenses		0	0
Adjustments to NOI		(8)	112
Adjusted NOI		4,297	4,497
Plus: Adjustments to NOI		8	(112)
Interest income		5,494	9,013
Interest expense		0	0
Depreciation and amortization		0	0
General and administrative		0	0
Transaction costs		0	(4)
Impairments and loan loss reserves		(132)	(3,242)
Gain (loss) on sales of real estate, net		0
Gain (loss) on debt extinguishments			0
Other income (expense), net		(32)	482
Less: Government grant income		0	0
Less: Healthpeak’s share of unconsolidated joint venture NOI		(4,305)	(4,385)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI		0	0
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures		5,330	6,249
Income tax benefit (expense)		0	0
Equity income (loss) from unconsolidated joint ventures		379	1,224
Income (loss) from continuing operations		5,709	7,473
Income (loss) from discontinued operations		0	0
Net income (loss)		$ 5,709	$ 7,473

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Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental cash flow information:
Interest paid, net of capitalized interest	$ 58,487	$ 90,032
Income taxes paid (refunded)	(1,947)	2,521
Capitalized interest	8,305	5,453
Supplemental schedule of non-cash investing and financing activities:
Increase in ROU asset in exchange for new lease liability related to operating leases	179	5,020
Seller financing provided on disposition of real estate asset	0	559,745
Accrued construction costs	163,277	107,798
Vesting of restricted stock units and conversion of non-managing member units into common stock	$ 752	$ 838

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Supplemental Cash Flow Information - Summary of Cash Flow Information Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Leasing costs, tenant improvements, and recurring capital expenditures	$ 22,839	$ 20,710
Development, redevelopment, and other major improvements of real estate	178,285	135,339
Depreciation and amortization of real estate, in-place lease, and other intangibles	177,733	157,538
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Leasing costs, tenant improvements, and recurring capital expenditures	18	1,873
Development, redevelopment, and other major improvements of real estate	0	3,861
Depreciation and amortization of real estate, in-place lease, and other intangibles	$ 0	$ 0

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Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Continuing operations
Cash and cash equivalents	$ 89,066	$ 158,287	$ 34,007	$ 44,226
Restricted cash	52,103	53,454	68,033	67,206
Cash, cash equivalents and restricted cash	141,169	211,741	102,040	111,432
Discontinued operations
Cash and cash equivalents	7,989	7,707	40,161	53,085
Restricted cash	0	0	5,817	17,168
Cash, cash equivalents and restricted cash	7,989	7,707	45,978	70,253
Cash and cash equivalents, total	97,055	165,994	74,168	97,311
Restricted cash, total	52,103	53,454	73,850	84,374
Cash, cash equivalents and restricted cash, total	$ 149,158	$ 219,448	$ 148,018	$ 181,685

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Variable Interest Entities - Narrative (Details) $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($) joint_venture	Mar. 31, 2022 USD ($) joint_venture	Mar. 31, 2021 property	Dec. 31, 2021 USD ($) joint_venture property
Variable Interest Entity [Line Items]
Exchange accommodation titleholder, real estate, carrying value | $	$ 77	$ 43		$ 77
Unconsolidated Variable Interest Entities
Variable Interest Entity [Line Items]
Number of unconsolidated joint ventures (in joint ventures)	2	2		2
Number of VIE borrowers with marketable debt securities (in joint ventures)	1	1		1
Ventures V
Variable Interest Entity [Line Items]
VIE ownership percentage		51.00%
Life Science JV
Variable Interest Entity [Line Items]
VIE ownership percentage		99.00%
MSREI JV
Variable Interest Entity [Line Items]
VIE ownership percentage		51.00%
DownREIT Partnerships
Variable Interest Entity [Line Items]
Number of controlling ownership interest entities as a managing member		7
Life Science | Needham Land Parcel JV
Variable Interest Entity [Line Items]
Investment ownership percentage	38.00%	38.00%		38.00%
Payments to acquire equity method investment | $	$ 13
Medical Office Buildings
Variable Interest Entity [Line Items]
Number of properties acquired | property			2	2

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Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
CMBS and LLC investment
Variable Interest Entity [Line Items]
Maximum Loss Exposure and Carrying Amount	$ 36,492
Needham Land Parcel JV
Variable Interest Entity [Line Items]
Maximum Loss Exposure and Carrying Amount	$ 14,346

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Variable Interest Entities - Consolidated Assets and Liabilities of VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
ASSETS
Buildings and improvements	$ 12,368,124	$ 12,025,271
Development costs and construction in progress	739,451	877,423
Land	2,706,909	2,603,964
Accumulated depreciation and amortization	(2,975,337)	(2,839,229)
Net real estate	12,839,147	12,667,429
Accounts receivable, net	54,106	48,691
Cash and cash equivalents	89,066	158,287	$ 34,007	$ 44,226
Intangible assets, net	497,104	519,760
Assets held for sale and discontinued operations, net	33,812	37,190
Right-of-use asset, net	232,457	233,942
Other assets, net	676,543	674,615
Total assets	15,287,250	15,257,519
Liabilities
Mortgage debt	350,713	352,081
Intangible liabilities, net	175,355	177,232
Liabilities related to assets held for sale and discontinued operations, net	14,318	15,056
Lease liability	203,988	204,547
Accounts payable, accrued liabilities, and other liabilities	695,373	755,384
Deferred revenue	817,022	789,207
Total liabilities	8,241,638	8,111,415
Consolidated Lessees VIE
ASSETS
Buildings and improvements	2,303,407	2,303,920
Development costs and construction in progress	107,066	82,303
Land	509,678	548,168
Accumulated depreciation and amortization	(569,437)	(551,097)
Net real estate	2,350,714	2,383,294
Accounts receivable, net	4,854	5,455
Cash and cash equivalents	37,080	22,295
Restricted cash	162	114
Intangible assets, net	109,993	117,180
Assets held for sale and discontinued operations, net	288	754
Right-of-use asset, net	106,600	107,993
Other assets, net	65,201	62,886
Total assets	2,674,892	2,699,971
Liabilities
Mortgage debt	144,425	144,350
Intangible liabilities, net	27,549	23,909
Liabilities related to assets held for sale and discontinued operations, net	1,677	1,677
Lease liability	98,474	99,213
Accounts payable, accrued liabilities, and other liabilities	56,712	58,440
Deferred revenue	24,405	21,546
Total liabilities	353,242	349,135
Consolidated Lessees VIE | Discontinued Operations
ASSETS
Accounts receivable, net	62	62
Cash and cash equivalents	225	59
Other assets, net	1	633
Total assets	288	754
Liabilities
Liabilities related to assets held for sale and discontinued operations, net	1,677	1,677
Total liabilities	$ 1,677	$ 1,677

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Summary of financial instruments
Bank line of credit and commercial paper	$ 1,330,813	$ 1,165,975
Senior unsecured notes	4,654,056	4,651,933
Mortgage debt	350,713	352,081
Carrying Value
Summary of financial instruments
Loans receivable, net	409,753	415,811
Marketable debt securities	21,172	21,003
Interest rate cap assets	2,391	397
Bank line of credit and commercial paper	1,330,813	1,165,975
Senior unsecured notes	4,654,056	4,651,933
Mortgage debt	350,713	352,081
Fair Value | Level 1
Summary of financial instruments
Senior unsecured notes	4,669,414	5,054,747
Fair Value | Level 2
Summary of financial instruments
Loans receivable, net	424,346	437,607
Marketable debt securities	21,172	21,003
Interest rate cap assets	2,391	397
Bank line of credit and commercial paper	1,330,813	1,165,975
Mortgage debt	$ 344,995	$ 352,800

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Derivative Financial Instruments - Narrative (Details) $ in Millions	1 Months Ended		3 Months Ended
	Apr. 30, 2021 USD ($) property derivativeHeld	Mar. 31, 2021 USD ($) property derivativeHeld	Mar. 31, 2022 USD ($) derivativeHeld	Apr. 30, 2022 USD ($) derivativeHeld	Dec. 31, 2021 derivativeHeld	May 31, 2021 property
Not Designated as Hedging Instrument
Derivative [Line Items]
Number of interest-rate contracts held	2
Interest-rate Swap Contracts
Derivative [Line Items]
Number of interest-rate contracts held			0		0
Interest Rate Cap | Not Designated as Hedging Instrument
Derivative [Line Items]
Increase in the fair value of the interest rate cap agreements | $			$ 2
Subsequent Event | Interest-rate Swap Contracts | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Number of interest-rate contracts held				2
Subsequent Event | Interest Rate Cap | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative amount terminated | $				$ 142
Mortgage Debt
Derivative [Line Items]
Repayments of secured debt | $	$ 64	$ 39
Number of assets classified as discontinued operations | property	2	2				6
Mortgage Debt | Interest-rate Swap Contracts
Derivative [Line Items]
Number of interest rate derivatives terminated		2

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Derivative Financial Instruments - Schedule of Derivative Instruments (Details) - Not Designated as Hedging Instrument	Mar. 31, 2022 USD ($)	Apr. 30, 2021 derivativeHeld
Derivative [Line Items]
Number of interest-rate contracts held | derivativeHeld		2
Interest Rate Cap
Derivative [Line Items]
Notional	$ 142,100,000
Strike Rate	2.00%
Fair Value	$ 2,391,000

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Accounts Payable, Accrued Liabilities, and Other Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Payables and Accruals [Abstract]
Refundable entrance fees	$ 281,242		$ 288,409
Accrued construction costs	163,277		179,995
Accrued interest	35,753		59,342
Other accounts payable and accrued liabilities	215,101		227,638
Accounts payable, accrued liabilities, and other liabilities	695,373		755,384
Unamortized nonrefundable entrance fee	498,000		$ 496,000
Proceeds from collection of nonrefundable entrance fees	21,000	$ 15,000
Amortization of nonrefundable entrance fee	$ 19,000	$ 20,000