Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

April 25, 2024

Date of Report (Date of earliest event reported)

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-08895

33-0091377

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4600 South Syracuse Street, Suite 500

Denver, CO 80237

(Address of principal executive offices) (Zip Code)

(720) 428-5050

(Registrant’s telephone number, including area code)

N/A

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

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


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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On April 25, 2024, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the three months ended March 31, 2024. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.

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

Item 7.01 Regulation FD Disclosure.

A supplemental report containing financial results and related information of Healthpeak for the three months ended March 31, 2024 is furnished as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results.

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

Item 9.01 Financial Statements and Exhibits.

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


No.						Description

99.1						Press Release dated April 25, 2024.

99.2						March 31, 2024, Supplemental Report.

99.3						March 31, 2024, Discussion and Reconciliation of Non-GAAP Financial Measures.

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

SIGNATURES

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


Date: April 25, 2024
	Healthpeak Properties, Inc.



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

Exhibit 99.1

Healthpeak Properties Reports First Quarter 2024 Results and Declares Quarterly Cash Dividend on Common Stock

DENVER, April 25, 2024 - Healthpeak Properties, Inc. (NYSE: DOC), a leading owner, operator, and developer of real estate for healthcare discovery and delivery, today announced results for the first quarter ended March 31, 2024.

FIRST QUARTER 2024 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS

–Net income of $0.01 per share, Nareit FFO of $0.27 per share, FFO as Adjusted of $0.45 per share, AFFO of $0.41 per share, and Total Merger-Combined Same-Store Cash (Adjusted) NOI growth of 4.5%

–First quarter new and renewal lease executions totaled 1.6 million square feet:

▪Outpatient Medical new and renewal lease executions totaled 1.4 million square feet

▪Lab new and renewal lease executions totaled 155,000 square feet

•Signed letters of intent on an additional 455,000 square feet of lab leases

–Increased full year 2024 diluted earnings guidance to a range of $0.16 – $0.20 per share; increased the midpoint of 2024 FFO as Adjusted and AFFO guidance by +$0.02 per share, respectively and increased Total Merger-Combined Same-Store Cash (Adjusted) NOI growth guidance by 25 basis points at the midpoint

▪Year one merger-related synergy forecast increased by $5 million to $45 million

▪Repurchased $100 million of common stock at an average price of $17.11 per share

–Year-to-date, completed property management internalization in 10 markets covering 17 million square feet

–Year-to-date dispositions and seller financing repayments total $363 million and $69 million, respectively

–As previously announced, entered into a new $750 million term loan and related swaps to fix the interest rate at 4.5% for the full five-year term of the loan

–Net Debt to Adjusted EBITDAre was 5.2x for the quarter ended March 31, 2024

–Recent sustainability and corporate impact achievements include:

▪Earned the 2024 ENERGY STAR® Partner of the Year Award for Sustained Excellence from the U.S. Environmental Protection Agency and the U.S. Department of Energy, marking Healthpeak's fourth time being named Partner of the Year and first time being recognized for Sustained Excellence

▪Named a 2024 Green Lease Leader (Gold) by the Institute for Market Transformation for the first time

▪Reaffirmed our commitment to advance intentional equity, diversity, and inclusion efforts by renewing our CEO Action for Diversity & Inclusion™ pledge

To learn more about Healthpeak's commitment to responsible business, please visit www.healthpeak.com/ESG.

FIRST QUARTER COMPARISON


	Three Months Ended March 31, 2024				Three Months Ended March 31, 2023
(in thousands, except per share amounts)	Amount		Per Share		Amount		Per Share
Net income, diluted	$	6,477	$	0.01	$	117,698	$	0.22
Nareit FFO, diluted	162,206		0.27		230,443		0.42
FFO as Adjusted, diluted	277,480		0.45		231,881		0.42
AFFO, diluted	247,757		0.41		209,299		0.38

Nareit FFO, FFO as Adjusted, AFFO, Total Merger-Combined Same-Store Cash (Adjusted) NOI, and Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the

Page 1

operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "March 31, 2024 Discussion and Reconciliation of Non-GAAP Financial Measures" for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.

MERGER-COMBINED SAME-STORE ("SS") OPERATING SUMMARY


Year-Over-Year Total Merger-Combined SS Cash (Adjusted) NOI Growth
	Three Month
	SS Growth %		% of SS
Outpatient Medical	2.6	%	56.3	%
Lab	2.7	%	34.4	%
CCRC	26.6	%	9.3	%
Total Merger-Combined SS Cash (Adjusted) NOI	4.5	%	100.0	%

Page 2

PHYSICIANS REALTY TRUST MERGER INTEGRATION

As previously disclosed, on March 1, 2024, Healthpeak closed the merger with Physicians Realty Trust.

To date, the company has completed internalization of property management in 10 markets covering 17 million square feet. Healthpeak now forecasts year one merger-related synergies of $45 million, an increase of $5 million compared to the prior estimate.

REDEVELOPMENT UPDATE

PORTSIDE AT OYSTER POINT

During the first quarter, Healthpeak placed approximately 325,000 square feet across three buildings at its Portside at Oyster Point ("Portside") campus in South San Francisco into redevelopment.

Elements of the redevelopment include the addition of a fitness center, boardroom, and outdoor meeting and gathering spaces complemented by updated landscaping throughout the campus. Additionally, the redevelopment will improve connectivity between Healthpeak's Cove and Portside campuses, creating an approximately 2 million square foot amenity-rich contiguous campus at the entrance to South San Francisco's life science market.

The enhanced amenity offering, improved connectivity, and significantly lower tenant operating costs relative to new construction, provide Healthpeak a competitive leasing advantage. To date, Healthpeak has re-leased approximately 175,000 square feet across the 465,000 square foot in active redevelopment on the Portside campus with initial occupancy expected to commence in mid-2024.

DISPOSITIONS AND LOAN REPAYMENTS

▪Callan Ridge Joint Venture: As previously announced, in January 2024, Healthpeak sold a 65% interest in the fully leased Callan Ridge lab campus in the Torrey Pines submarket of San Diego. The formation of the joint venture valued Callan Ridge at $236 million, or $1,275 per square foot, and represents a stabilized cash capitalization rate of 5.3% based on the initial annual rental rate of approximately $67 per square foot. At closing, net proceeds to Healthpeak were $128 million. Additionally, the formation of the joint venture reduces Healthpeak's future tenant improvement funding by approximately $20 million.

▪Outpatient Medical Dispositions: In March 2024, Healthpeak sold two outpatient medical buildings for $29 million.

▪Poway R&D Portfolio: In April 2024, Healthpeak sold a portfolio of seven buildings in the Poway submarket of San Diego for $180 million. The portfolio comprises R&D, industrial, and office spaces across 702,000 square feet and is fully-leased to an affiliate of General Atomics. The trailing cash capitalization rate on the disposition was 6.0%.

▪Loan Repayments: During the first quarter, we received $69 million of seller financing loan repayments.

SHARE REPURCHASE ACTIVITY

In March 2024, Healthpeak repurchased 5.8 million shares at a weighted average share price of $17.11 for approximately $100 million under its $500 million share repurchase program. As of March 31, 2024, $344 million remained available for share repurchases under the program.

CAPITAL MARKETS

As previously announced, Healthpeak entered into a new $750 million 5-year unsecured term loan on March 1, 2024. Healthpeak entered into swap agreements to fix the interest rate of the new term loan at approximately 4.5% for the full 5-year term of the loan.

As of April 25, 2024, Healthpeak had $3.1 billion in available liquidity through a combination of unrestricted cash and full capacity of its $3 billion revolving credit facility.

BOARD OF DIRECTORS

On April 25, 2024, Christine N. Garvey and David B. Henry retired from Healthpeak's Board pursuant to the director term limit policy. Healthpeak's Board of Directors reduced the size of the Board to 11 members.

DIVIDEND

On April 24, 2024, Healthpeak's Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on May 17, 2024, to stockholders of record as of the close of business on May 6, 2024.

2024 GUIDANCE

We are updating the following guidance ranges for full year 2024:

▪Diluted earnings per common share from $0.07 – $0.13 to $0.16 – $0.20

▪Diluted Nareit FFO per share from $1.54 – $1.60 to $1.56 – $1.60

▪Diluted FFO as Adjusted per share from $1.73 – $1.79 to $1.76 – $1.80

▪Diluted AFFO per share from $1.50 – $1.56 to $1.53 – $1.57

▪Total Merger-Combined Same-Store Cash (Adjusted) NOI growth from 2.25% – 3.75% to 2.50% – 4.00%

These estimates are based on our view of existing market conditions, transaction timing, and other assumptions for the year ending December 31, 2024. For additional details and assumptions, please see page 12 in our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, both of which are available in the Investor Relations section of our website at http://ir.healthpeak.com.

CONFERENCE CALL INFORMATION

Healthpeak has scheduled a conference call and webcast for Friday, April 26, 2024, at 7:00 a.m. Mountain Time.

The conference call can be accessed in the following ways:

▪Healthpeak’s website: https://ir.healthpeak.com/news-events

▪Webcast: https://events.q4inc.com/attendee/344417431. Joining via webcast is recommended for those who will not be asking questions.

▪Telephone: The participant dial-in number is (800) 715-9871.

An archive of the webcast will be available on Healthpeak’s website through April 25, 2025, and a telephonic replay can be accessed through May 3, 2024, by dialing (800) 770-2030 and entering conference ID number 95156.

ABOUT HEALTHPEAK

Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns, operates and develops high-quality real estate for healthcare discovery and delivery.

FORWARD-LOOKING STATEMENTS

Statements contained in this release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions, leasing activity and commitments, financing activities, or other transactions discussed in this release, including statements regarding our anticipated synergies from our merger with Physicians Realty Trust; (ii) the payment of a quarterly cash dividend; and (iii) the information presented under the heading "2024 Guidance." Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: macroeconomic trends, including inflation, interest rates, construction and labor costs, and unemployment; risks associated with our merger with Physicians Realty Trust (the “Merger”), including, but not limited to, our ability to integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies and other benefits of the Merger or do so within the anticipated time frame; changes within the industries in which we operate; significant regulation, funding requirements, and uncertainty faced by our lab tenants; factors adversely affecting our tenants’, operators’, or borrowers’ ability to meet their financial and other contractual obligations to us; the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in that specific sector than if we invested across multiple sectors; the illiquidity of real estate investments; our ability to identify and secure new or replacement tenants and operators; our property development, redevelopment, and tenant improvement risks, including project abandonments, project delays, and lower profits than expected; the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to develop, maintain, or expand 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”); economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; our use of joint ventures that may limit our returns on and our flexibility with jointly owned investments; 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 or exercise rights on collateral securing our real estate-related loans; any requirement that we recognize reserves, allowances, credit losses, or impairment charges; investment of substantial resources and time in transactions that are not consummated; our ability to successfully integrate or operate acquisitions; the potential impact on us and our tenants, operators, and borrowers from litigation matters, including rising liability and insurance costs;

environmental compliance costs and liabilities associated with our real estate investments; our ability to satisfy environmental, social and governance and sustainability commitments and requirements, as well as stakeholder expectations; epidemics, pandemics, or other infectious diseases, including the coronavirus disease (Covid), and health and safety measures intended to reduce their spread; human capital risks, including the loss or limited availability of our key personnel; our reliance on information technology systems and any material failure, inadequacy, interruption, or security failure of that technology; volatility, disruption, or uncertainty in the financial markets; increased borrowing costs, including due to rising interest rates; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; 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, bank failures or other events affecting financial institutions and other factors; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; 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; laws or regulations prohibiting eviction of our tenants; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services; our participation in the Coronavirus, Aid, Relief and Economic Security Act Provider Relief Fund and other Covid-related stimulus and relief programs; our ability to maintain our qualification as a real estate investment trust (“REIT”); our taxable REIT subsidiaries being subject to corporate level tax; tax imposed on any net income from “prohibited transactions”; 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; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”) common units; provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; our status as a holding company of Healthpeak OP; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings.

Moreover, other risks and uncertainties of which we are not currently aware may also affect our forward-looking statements, and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by us on our website or otherwise. We do not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

CONTACT

Andrew Johns, CFA

Senior Vice President – Investor Relations

720-428-5400

Healthpeak Properties, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data


	March 31, 2024		December 31, 2023
Assets
Real estate:
Buildings and improvements	$	16,571,761	$	13,329,464
Development costs and construction in progress	735,176		643,217
Land and improvements	3,079,225		2,647,633
Accumulated depreciation and amortization	(3,723,173)		(3,591,951)
Net real estate	16,662,989		13,028,363

Loans receivable, net of reserves of $9,334 and $2,830	267,798		218,450
Investments in and advances to unconsolidated joint ventures	930,559		782,853
Accounts receivable, net of allowance of $2,800 and $2,282	68,567		55,820
Cash and cash equivalents	101,763		117,635
Restricted cash	55,395		51,388
Intangible assets, net	1,160,446		314,156
Assets held for sale, net	—		117,986
Right-of-use asset, net	434,010		240,155
Other assets, net	860,513		772,044
Total assets	$	20,542,040	$	15,698,850

Liabilities and Equity
Bank line of credit and commercial paper	$	183,000	$	720,000
Term loans	1,645,180		496,824
Senior unsecured notes	6,545,209		5,403,378
Mortgage debt	382,406		256,097
Intangible liabilities, net	238,760		127,380
Liabilities related to assets held for sale, net	—		729
Lease liability	307,119		206,743
Accounts payable, accrued liabilities, and other liabilities	717,191		657,196
Deferred revenue	923,676		905,633
Total liabilities	10,942,541		8,773,980

Commitments and contingencies


Redeemable noncontrolling interests	54,848		48,828

Common stock, $1.00 par value: 1,500,000,000 and 750,000,000 shares authorized; 703,733,446 and 547,156,311 shares issued and outstanding	703,733		547,156
Additional paid-in capital	12,918,936		10,405,780
Cumulative dividends in excess of earnings	(4,779,599)		(4,621,861)
Accumulated other comprehensive income (loss)	38,543		19,371
Total stockholders’ equity	8,881,613		6,350,446

Joint venture partners	328,430		310,998
Non-managing member unitholders	334,608		214,598
Total noncontrolling interests	663,038		525,596

Total equity	9,544,651		6,876,042

Total liabilities and equity	$	20,542,040	$	15,698,850

Healthpeak Properties, Inc.

Consolidated Statements of Operations

In thousands, except per share data


	Three Months Ended March 31,
	2024		2023

Revenues:
Rental and related revenues	$	462,033	$	392,431
Resident fees and services	138,776		127,084
Interest income and other	5,751		6,163

Total revenues	606,560		525,678

Costs and expenses:
Interest expense	60,907		47,963
Depreciation and amortization	219,219		179,225
Operating	243,729		223,088
General and administrative	23,299		24,547
Transaction and merger-related costs	107,220		2,425

Impairments and loan loss reserves (recoveries), net	11,458		(2,213)
Total costs and expenses	665,832		475,035
Other income (expense):
Gain (loss) on sales of real estate, net	3,255		81,578

Other income (expense), net	78,516		772
Total other income (expense), net	81,771		82,350

Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	22,499		132,993
Income tax benefit (expense)	(13,698)		(302)
Equity income (loss) from unconsolidated joint ventures	2,376		1,816




Net income (loss)	11,177		134,507
Noncontrolling interests’ share in earnings	(4,501)		(15,555)

Net income (loss) attributable to Healthpeak Properties, Inc.	6,676		118,952

Participating securities’ share in earnings	(199)		(1,254)
Net income (loss) applicable to common shares	$	6,477	$	117,698










Earnings (loss) per common share:
Basic	$	0.01	$	0.22
Diluted	$	0.01	$	0.22
Weighted average shares outstanding:
Basic	600,898		546,842
Diluted	601,188		547,110

Healthpeak Properties, Inc.

Funds From Operations

In thousands, except per share data


	Three Months Ended March 31,
	2024		2023

Net income (loss) applicable to common shares	$	6,477	$	117,698
Real estate related depreciation and amortization	219,219		179,225
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures	8,772		5,993
Noncontrolling interests’ share of real estate related depreciation and amortization	(4,452)		(4,783)

Loss (gain) on sales of depreciable real estate, net	(3,255)		(81,578)

Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net	—		11,546
Loss (gain) upon change of control, net(1)	(77,781)		—
Taxes associated with real estate dispositions(2)	11,608		—



Nareit FFO applicable to common shares	160,588		228,101
Distributions on dilutive convertible units and other	1,618		2,342
Diluted Nareit FFO applicable to common shares	$	162,206	$	230,443
Diluted Nareit FFO per common share	$	0.27	$	0.42
Weighted average shares outstanding - Diluted Nareit FFO	608,807		554,400
Impact of adjustments to Nareit FFO:
Transaction and merger-related items(3)	$	102,829	$	2,364
Other impairments (recoveries) and other losses (gains), net(4)	11,853		(1,272)




Casualty-related charges (recoveries), net(5)	—		348



Total adjustments	114,682		1,440
FFO as Adjusted applicable to common shares	275,270		229,541
Distributions on dilutive convertible units and other	2,210		2,340
Diluted FFO as Adjusted applicable to common shares	$	277,480	$	231,881
Diluted FFO as Adjusted per common share	$	0.45	$	0.42
Weighted average shares outstanding - Diluted FFO as Adjusted	610,632		554,400

_______________________________________

(1)The three months ended March 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.

(2)The three months ended March 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California.

(3)The three months ended March 31, 2024 includes costs related to the Merger, which are primarily comprised of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs that were incurred during the period, partially offset by $4 million of termination fee income associated with Graphite Bio, Inc., for which the lease terms were modified to accelerate expiration of the lease to December 2024. Termination fee income is included in rental and related revenues on the Consolidated Statements of Operations.

(4)The three months ended March 31, 2024 and 2023 includes reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.

(5)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.

Healthpeak Properties, Inc.

Adjusted Funds From Operations

In thousands


	Three Months Ended March 31,
	2024		2023
FFO as Adjusted applicable to common shares	$	275,270	$	229,541
Stock-based compensation amortization expense	3,366		3,287
Amortization of deferred financing costs and debt discounts (premiums)	4,522		2,821
Straight-line rents(1)	(12,093)		(747)

AFFO capital expenditures	(17,517)		(22,789)


Deferred income taxes	724		(261)
Amortization of above (below) market lease intangibles, net	(7,351)		(5,803)
Other AFFO adjustments	(1,485)		1,610
AFFO applicable to common shares	245,436		207,659
Distributions on dilutive convertible units and other	2,321		1,640
Diluted AFFO applicable to common shares	$	247,757	$	209,299
Diluted AFFO per common share	$	0.41	$	0.38
Weighted average shares outstanding - Diluted AFFO	610,632		552,575

_______________________________________

(1)The three months ended March 31, 2023 includes an $8.7 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.

Exhibit 99.3

Discussion and

Reconciliation of Non-

GAAP Financial Measures

March 31, 2024

(Unaudited)


Definitions

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

Adjusted Funds From Operations (“AFFO”) AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) stock-based compensation amortization expense, (ii) amortization of deferred financing costs and debt discounts (premiums), (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of above (below) market lease intangibles, net, and (vi) other AFFO adjustments, which include: (a) lease incentive amortization (reduction of straight-line rents), (b) actuarial reserves for insurance claims that have been incurred but not reported, and (c) 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 (“AFFO capital expenditures”). All adjustments are reflective of our pro rata share of both our consolidated and unconsolidated joint ventures (reported in “other AFFO adjustments”). 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. See “Nareit FFO” below for further disclosures regarding our use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

Adjusted Net Operating Income and Cash (Adjusted) Net Operating Income (“NOI”) Adjusted NOI is a non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measure used to evaluate the operating performance of real estate. Adjusted NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and government grant income and exclusive of interest income), less property level operating expenses; Adjusted NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI eliminates the effects of straight-line rents, 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. Adjusted NOI is calculated as Adjusted NOI from consolidated properties, plus our share of Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). We utilize our share of Adjusted NOI in assessing our performance as we have various joint ventures that contribute to our performance. We do not control our unconsolidated joint ventures, and our share of amounts from unconsolidated joint ventures do not represent our legal claim to such items. Our share of Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.

Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes 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 present them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Merger-Combined Same-Store (“Merger-Combined SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to Adjusted NOI. Adjusted NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of 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 Adjusted NOI.

Operating expenses generally relate to leased outpatient medical and lab buildings, as well as CCRC facilities. We generally recover all or a portion of our leased outpatient medical and lab property expenses through tenant recoveries, which are recognized within rental and related revenues.

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

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

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

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

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


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Definitions

Development Includes ground-up construction. Newly completed developments are considered fully operating once the property is placed in service.

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

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

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

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

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

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

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

Funds From Operations (“Nareit FFO”) and FFO as Adjusted Nareit FFO. Funds from Operations (“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-related depreciation and amortization, and adjustments to compute our share of Nareit FFO 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.

We believe Nareit FFO applicable to common shares and diluted FFO applicable to common shares 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


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Definitions

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 Nareit FFO was designed by the REIT industry to address this issue.

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. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.

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 and merger-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), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share from our 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 FFO as Adjusted 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 FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction and merger-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, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.

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

Merger-Combined Same-Store (“SS”) Merger-Combined Same-Store Cash (Adjusted) NOI includes legacy Physicians Realty Trust properties that met the same-store criteria as if they were owned by the Company for the full analysis period. This information allows our investors, analysts, and Company management to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Merger-Combined Same-Store Adjusted NOI (see Cash (Adjusted) NOI definitions above for further discussion regarding our use of pro-rata share information and its limitations). Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue. We do not report Merger-Combined Same-Store metrics for our other non-reportable segments.

Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the combined company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust (which financial statements have been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 98% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment.

Merger-Combined Same-Store Cash (Adjusted) NOI Merger-Combined Same-Store Cash (Adjusted) NOI is Merger-Combined Same-Store Cash Real Estate Revenues less Merger-Combined Same-Store Cash Operating Expenses.

Merger-Combined Same-Store Cash Operating Expenses Merger-Combined Same-Store Cash Operating Expenses are non-GAAP supplemental measures. Merger-Combined Same-Store Cash Operating Expenses represent property level operating expenses (which exclude transition costs) and exclude certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. Merger-Combined Same-Store Cash Operating Expenses include consolidated operating expenses plus the Company's pro rata share of operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs.


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Definitions

Merger-Combined Same-Store Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.

Merger-Combined Same-Store Cash Real Estate Revenues Merger-Combined Same-Store Cash Real Estate Revenues are non-GAAP supplemental measures. Merger-Combined Same-Store Cash Real Estate Revenues include rental related revenues, resident fees and services and exclude amortization of deferred revenue from tenant-funded improvements. Merger-Combined Same-Store Cash Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Merger-Combined Same-store Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.

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

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

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

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

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

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

Projected Stabilized Cash Yield Projected Cash (Adjusted) NOI at stabilization divided by the expected total development costs. Management considers Projected Stabilized Yield a useful metric for investors as it helps provide context to the expected effects that development projects will have on the Company’s future performance once stabilized.

Redevelopment Properties that incur major capital expenditures to significantly improve, change the use, or reposition the property pursuant to a formal redevelopment plan. Newly completed redevelopments, are considered fully operating once the property is placed in service. Redevelopment costs include only the incremental costs for the project.

REVPOR The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the Other portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR relates to our Other non-reportable segment. REVPOR is a metric used to evaluate the revenue-generating capacity and profit potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.

REVPOR CCRC The 3-month average Cash Real Estate Revenues per occupied unit excluding Cash NREFs for the most recent period available. REVPOR CCRC excludes newly completed assets under lease-up, assets sold, or acquired during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR CCRC is a metric used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.

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

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


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Definitions

Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) continuing care retirement community (“CCRC”).

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

Share of Unconsolidated Joint Ventures ("JVs") Our pro rata share information is prepared by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio. Certain unconsolidated joint ventures are excluded from leasing statistics when leasing information is not available.


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Reconciliations

Funds From Operations

In thousands, except per share data


	Three Months Ended March 31,
	2024		2023
Net income (loss) applicable to common shares	$	6,477	$	117,698
Real estate related depreciation and amortization	219,219		179,225
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures	8,772		5,993
Noncontrolling interests’ share of real estate related depreciation and amortization	(4,452)		(4,783)

Loss (gain) on sales of depreciable real estate, net	(3,255)		(81,578)

Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net	—		11,546
Loss (gain) upon change of control, net(1)	(77,781)		—
Taxes associated with real estate dispositions(2)	11,608		—



Nareit FFO applicable to common shares	160,588		228,101
Distributions on dilutive convertible units and other	1,618		2,342
Diluted Nareit FFO applicable to common shares	$	162,206	$	230,443

Weighted average shares outstanding - Diluted Nareit FFO	608,807		554,400

Impact of adjustments to Nareit FFO:
Transaction and merger-related items(3)	$	102,829	$	2,364
Other impairments (recoveries) and other losses (gains), net(4)	11,853		(1,272)



Casualty-related charges (recoveries), net(5)	—		348



Total adjustments	$	114,682	$	1,440

FFO as Adjusted applicable to common shares	$	275,270	$	229,541
Distributions on dilutive convertible units and other	2,210		2,340
Diluted FFO as Adjusted applicable to common shares	$	277,480	$	231,881

Weighted average shares outstanding - Diluted FFO as Adjusted	610,632		554,400

FFO as Adjusted applicable to common shares	$	275,270	$	229,541
Stock-based compensation amortization expense	3,366		3,287
Amortization of deferred financing costs and debt discounts (premiums)	4,522		2,821
Straight-line rents(6)	(12,093)		(747)
AFFO capital expenditures	(17,517)		(22,789)


Deferred income taxes	724		(261)
Amortization of above (below) market lease intangibles, net	(7,351)		(5,803)
Other AFFO adjustments	(1,485)		1,610
AFFO applicable to common shares	245,436		207,659
Distributions on dilutive convertible units and other	2,321		1,640
Diluted AFFO applicable to common shares	$	247,757	$	209,299

Weighted average shares outstanding - Diluted AFFO	610,632		552,575


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Reconciliations

Funds From Operations

In thousands, except per share data


	Three Months Ended March 31,
	2024		2023
Diluted earnings per common share	$	0.01	$	0.22
Depreciation and amortization	0.37		0.33
Loss (gain) on sales of depreciable real estate, net	—		(0.13)
Loss (gain) upon change of control, net(1)	(0.13)		—
Taxes associated with real estate dispositions(2)	0.02		—

Diluted Nareit FFO per common share	$	0.27	$	0.42
Transaction and merger-related items(3)	0.17		0.00
Other impairments (recoveries) and other losses (gains), net(4)	0.01		0.00



Casualty-related charges (recoveries), net(5)	—		0.00



Diluted FFO as Adjusted per common share	$	0.45	$	0.42
Stock-based compensation amortization expense	0.01		0.01
Amortization of deferred financing costs and debt discounts (premiums)	0.01		0.00
Straight-line rents(6)	(0.02)		0.00
AFFO capital expenditures	(0.03)		(0.04)
Deferred income taxes	0.00		0.00
Amortization of above (below) market lease intangibles, net	(0.01)		(0.01)
Other AFFO adjustments	0.00		0.00
Diluted AFFO per common share	$	0.41	$	0.38

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(2)The three months ended March 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California.

(5)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.

(6)The three months ended March 31, 2023 includes an $9 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.


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Reconciliations

2024 Guidance(1)

Per share data


	2024 Guidance Ranges
	Low		High
Diluted earnings per common share	$	0.16	$	0.20
Real estate related depreciation and amortization	1.56		1.56
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures	0.07		0.07
Noncontrolling interests' share of real estate related depreciation and amortization	(0.03)		(0.03)

Loss (gain) on sales of depreciable real estate, net	(0.10)		(0.10)

Loss (gain) upon change of control, net	(0.12)		(0.12)
Taxes associated with real estate dispositions	0.02		0.02
Diluted Nareit FFO per common share	$	1.56	$	1.60

Transaction and merger-related items	$	0.18	$	0.18
Other impairments (recoveries) and other losses (gains), net	0.02		0.02

Diluted FFO as Adjusted per common share	$	1.76	$	1.80

Stock-based compensation amortization expense	$	0.03	$	0.03
Amortization of deferred financing costs and debt discounts (premiums)	0.05		0.05
Straight-line rents	(0.07)		(0.07)
AFFO capital expenditures	(0.18)		(0.18)
Amortization of above (below) market lease intangibles, net	(0.05)		(0.05)

Other AFFO adjustments	(0.01)		(0.01)
Diluted AFFO per common share	$	1.53	$	1.57

______________________________________

(1)The foregoing projections reflect management's view of current and future market conditions as of April 25, 2024 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on April 25, 2024. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.


			9


Reconciliations

2024 Guidance(1)

In millions

For the projected year 2024 (low)


	Total Portfolio
Net Income	$	140
Other income, costs, and expense adjustments for Cash (Adjusted) NOI	1,359
Cash (Adjusted) NOI	$	1,498
Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	61
Merger-Combined non-SS Adjusted NOI	(145)
Total Merger-Combined Same-Store Cash (Adjusted) NOI	$	1,414

For the projected year 2024 (high)


	Total Portfolio
Net Income	$	162
Other income, costs, and expense adjustments for Cash (Adjusted) NOI	1,357
Cash (Adjusted) NOI	$	1,518
Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	61
Merger-Combined non-SS Adjusted NOI	(144)
Total Merger-Combined Same-Store Cash (Adjusted) NOI	$	1,435

For the year-ended December 31, 2023


	Total Portfolio
Net Income	$	335
Other income, costs, and expense adjustments for Cash (Adjusted) NOI	870
Cash (Adjusted) NOI	$	1,205
Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	363
Merger-Combined non-SS Adjusted NOI	(188)
Total Merger-Combined Same-Store Cash (Adjusted) NOI	$	1,380

Projected Merger-Combined Cash Same-Store for the full year 2024


Low	2.50	%
High	4.00	%

______________________________________

(2)Total Merger-Combined Same-Store Cash (Adjusted) NOI include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.


			10


Reconciliations

Enterprise Gross Assets

In thousands


	March 31, 2024

Consolidated total assets(1)	$	20,542,040
Investments in and advances to unconsolidated joint ventures	(930,559)
Accumulated depreciation and amortization of real estate	3,723,173
Accumulated amortization of real estate intangibles	459,157

Consolidated Gross Assets	$	23,793,811
Healthpeak's share of unconsolidated joint venture gross assets	1,356,221
Enterprise Gross Assets	$	25,150,032

______________________________________

(1)Consolidated total assets represents total assets on the Consolidated Balance Sheet as of March 31, 2024 presented on page 8 within the Earnings Release and Supplemental Report for the quarter ended March 31, 2024.


Portfolio Investment

In thousands


	March 31, 2024
	Outpatient Medical		Lab		CCRC		Other		Total
Net real estate	$	7,733,352	$	7,263,475	$	1,666,162	$	—	$	16,662,989

Intangible assets, net	977,305		68,385		114,756		—		1,160,446
Accumulated depreciation and amortization of real estate	1,848,369		1,497,925		376,879		—		3,723,173

Accumulated amortization of real estate intangibles assets	173,869		63,366		221,922		—		459,157

Healthpeak's share of unconsolidated joint venture gross real estate assets	234,650		550,771		—		472,416		1,257,837
Fully depreciated and amortized real estate and intangibles assets	705,485		576,888		24,720		—		1,307,093
Leasing commissions and other	168,298		89,571		—		—		257,869
Debt investments	—		—		—		229,849		229,849

Real estate intangible liabilities, gross	(257,209)		(190,922)		—		—		(448,131)
Noncontrolling interests' share of consolidated joint venture real estate and related intangibles	(414,240)		(5,103)		—		—		(419,343)
Portfolio Investment	$	11,169,879	$	9,914,356	$	2,404,439	$	702,265	$	24,190,939


			11


Reconciliations


Revenues

In thousands


	Three Months Ended
	March 31, 2024		March 31, 2023
Outpatient Medical	$	238,272	$	186,967
Lab	223,761		205,464
CCRC	138,776		127,084
Other	5,059		6,163
Corporate Non-segment	692		—


Total revenues	$	606,560	$	525,678
Outpatient Medical	—		—
Lab	—		—
CCRC	—		137
Other	—		—
Corporate Non-segment	—		—


Government grant income	$	—	$	137
Outpatient Medical	—		—
Lab	—		—
CCRC	—		—
Other	(5,059)		(6,163)
Corporate Non-segment	(692)		—


Less: Interest income and other	$	(5,751)	$	(6,163)
Outpatient Medical	2,739		745
Lab	4,861		2,165
CCRC	—		—
Other	21,533		20,346
Corporate Non-segment	—		—


Healthpeak's share of unconsolidated joint venture real estate revenues	$	29,133	$	23,256
Outpatient Medical	—		—
Lab	—		—
CCRC	—		—
Other	—		228
Corporate Non-segment	—		—


Healthpeak's share of unconsolidated joint venture government grant income	$	—	$	228
Outpatient Medical	(8,876)		(8,963)
Lab	(163)		(143)
CCRC	—		—
Other	—		—
Corporate Non-segment	—		—


Noncontrolling interests' share of consolidated joint venture real estate revenues	$	(9,039)	$	(9,106)

Continued


			12


Reconciliations

Revenues

In thousands


	Three Months Ended
	March 31, 2024		March 31, 2023
Outpatient Medical	(7,011)		(4,470)
Lab	(21,127)		(842)
CCRC	1		—
Other	(56)		(8)
Corporate Non-segment	—		—


Non-cash adjustments to real estate revenues(1)	$	(28,193)	$	(5,320)
Outpatient Medical	225,124		174,279
Lab	207,332		206,644
CCRC	138,777		127,221
Other	21,477		20,566
Corporate Non-segment	—		—


Portfolio Cash Real Estate Revenues	$	592,710	$	528,710
































Outpatient Medical	90,529		134,722
Lab	—		—
CCRC	—		—
Other	—		—
Corporate Non-segment	—		—


Pre-Merger legacy Physicians Realty Trust Cash Real Estate Revenue(2)	$	90,529	$	134,722
Outpatient Medical	(9,862)		(9,911)
Lab	(34,195)		(35,362)
CCRC	(299)		(137)
Other	(21,477)		(20,566)
Corporate Non-segment	—		—


Merger-Combined non-SS Cash Real Estate Revenues	$	(65,833)	$	(65,976)
Outpatient Medical	305,791		299,090
Lab	173,137		171,282
CCRC	138,478		127,084
Other	—		—
Corporate Non-segment	—		—


Merger-Combined SS Cash Real Estate Revenues	$	617,406	$	597,456

______________________________________

(1)Portfolio Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income

(2)Merger-Combined Same-Store Cash Real Estate Revenues include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.


			13


Reconciliations


Operating Expenses

In thousands


	Three Months Ended
	March 31, 2024		March 31, 2023
Outpatient Medical	$	81,268	$	64,398
Lab	56,840		57,566
CCRC	105,621		101,124
Other	—		—
Corporate Non-segment	—		—


Operating expenses	$	243,729	$	223,088
Outpatient Medical	1,083		305
Lab	1,324		1,182
CCRC	—		—
Other	16,099		15,006
Corporate Non-segment	—		—


Healthpeak's share of unconsolidated joint venture operating expenses	$	18,506	$	16,493
Outpatient Medical	(2,430)		(2,595)
Lab	(43)		(40)
CCRC	—		—
Other	—		—
Corporate Non-segment	—		—


Noncontrolling interests' share of consolidated joint venture operating expenses	$	(2,473)	$	(2,635)
















Outpatient Medical	(884)		(649)
Lab	308		(10)
CCRC	1		(50)
Other	(9)		13
Corporate Non-segment	—		—


Non-cash adjustments to operating expenses(1)	$	(584)	$	(696)
Outpatient Medical	79,037		61,459
Lab	58,429		58,698
CCRC	105,622		101,074
Other	16,090		15,019
Corporate Non-segment	—		—


Portfolio Cash Operating Expenses	$	259,178	$	236,250

Continued


			14


Reconciliations


Operating Expenses

In thousands


	Three Months Ended
	March 31, 2024		March 31, 2023
































Outpatient Medical	29,131		44,536
Lab	—		—
CCRC	—		—
Other	—		—
Corporate Non-segment	—		—


Pre-Merger legacy Physicians Realty Trust Cash Operating Expenses(2)	$	29,131	$	44,536
Outpatient Medical	(4,687)		(4,083)
Lab	(8,667)		(7,549)
CCRC	(627)		(446)
Other	(16,090)		(15,019)
Corporate Non-segment	—		—


Merger-Combined non-SS Cash Operating Expenses	$	(30,071)	$	(27,097)
Outpatient Medical	103,481		101,912
Lab	49,762		51,149
CCRC	104,995		100,628
Other	—		—
Corporate Non-segment	—		—


Merger-Combined SS Cash Operating Expenses	$	258,238	$	253,689

______________________________________

(1)Portfolio Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fees expense.

(2)Merger-Combined Same-Store Cash Operating Expenses include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.


			15


Reconciliations


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

In thousands


Total Portfolio	Three Months Ended
	March 31, 2024		March 31, 2023
Net income (loss)	$	11,177	$	134,507


Interest income and other	(5,751)		(6,163)
Interest expense	60,907		47,963
Depreciation and amortization	219,219		179,225
General and administrative	23,299		24,547
Transaction and merger-related costs	107,220		2,425
Impairments and loan loss reserves, net	11,458		(2,213)
(Gain) loss on sales of real estate, net	(3,255)		(81,578)

Other (income) expense, net	(78,516)		(772)
Government grant income	—		137
Income tax (benefit) expense	13,698		302
Equity (income) loss from unconsolidated joint ventures	(2,376)		(1,816)
Healthpeak's share of unconsolidated joint venture NOI	10,627		6,991
Noncontrolling interests' share of consolidated joint venture NOI	(6,566)		(6,471)


Adjustments to NOI(1)	(27,609)		(4,624)
Portfolio Adjusted NOI	$	333,532	$	292,460









Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	61,398		90,186
Merger-Combined non-SS Adjusted NOI	(35,763)		(38,879)
Merger-Combined SS Adjusted NOI	$	359,167	$	343,767

Continued


			16


Reconciliations


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

In thousands


Outpatient Medical	Three Months Ended
	March 31, 2024		March 31, 2023
Net income (loss)	$	49,684	$	71,064



Interest expense	3,131		1,920
Depreciation and amortization	106,292		71,158

Transaction and merger-related costs	113		132

(Gain) loss on sales of real estate, net	(3,255)		(21,312)
Other (income) expense, net	(71)		(204)


Equity (income) loss from unconsolidated joint ventures	1,110		(189)
Healthpeak's share of unconsolidated joint venture NOI	1,656		440
Noncontrolling interests' share of consolidated joint venture NOI	(6,446)		(6,368)

Adjustments to NOI(1)	(6,127)		(3,821)
Portfolio Adjusted NOI	$	146,087	$	112,820









Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	61,398		90,186
Merger-Combined non-SS Adjusted NOI	(5,175)		(5,828)
Merger-Combined SS Adjusted NOI	$	202,310	$	197,178


Lab	Three Months Ended
	March 31, 2024		March 31, 2023
Net income (loss)	$	169,798	$	133,258




Depreciation and amortization	78,908		75,582

Transaction and merger-related costs	9		158

(Gain) loss on sales of real estate, net	—		(60,498)
Other (income) expense, net	(78,983)		(4)


Equity (income) loss from unconsolidated joint ventures	(2,811)		(598)
Healthpeak's share of unconsolidated joint venture NOI	3,537		983
Noncontrolling interests' share of consolidated joint venture NOI	(120)		(103)

Adjustments to NOI(1)	(21,435)		(832)
Portfolio Adjusted NOI	$	148,903	$	147,946









Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	—		—
Merger-Combined non-SS Adjusted NOI	(25,528)		(27,813)
Merger-Combined SS Adjusted NOI	$	123,375	$	120,133

Continued


			17


Reconciliations


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

In thousands


CCRC	Three Months Ended
	March 31, 2024		March 31, 2023
Net income (loss)	$	(2,172)	$	(9,227)



Interest expense	996		1,816
Depreciation and amortization	34,019		32,485

Transaction and merger-related costs	73		219

Other (income) expense, net	239		667
Government grant income	—		137





Adjustments to NOI(1)	—		50
Portfolio Adjusted NOI	$	33,155	$	26,147









Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	—		—
Merger-Combined non-SS Adjusted NOI	328		309
Merger-Combined SS Adjusted NOI	$	33,483	$	26,456


Other	Three Months Ended
	March 31, 2024		March 31, 2023
Net income (loss)	$	(5,724)	$	9,173


Interest income and other	(5,059)		(6,163)




Impairments and loan loss reserves, net	11,458		(2,213)
(Gain) loss on sales of real estate, net	—		232



Equity (income) loss from unconsolidated joint ventures	(675)		(1,029)
Healthpeak's share of unconsolidated joint venture NOI	5,434		5,568


Adjustments to NOI(1)	(47)		(21)
Portfolio Adjusted NOI	$	5,387	$	5,547









Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	—		—
Merger-Combined non-SS Adjusted NOI	(5,387)		(5,547)
Merger-Combined SS Adjusted NOI	$	—	$	—

Continued


			18


Reconciliations


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

In thousands


Corporate Non-Segment	Three Months Ended
	March 31, 2024		March 31, 2023
Net income (loss)	$	(200,409)	$	(69,761)


Interest income and other	(692)		—
Interest expense	56,780		44,227

General and administrative	23,299		24,547
Transaction and merger-related costs	107,025		1,916

Other (income) expense, net	299		(1,231)
Income tax (benefit) expense	13,698		302



Portfolio Adjusted NOI	$	—	$	—









Pre-Merger legacy Physicians Realty Trust Adjusted NOI(2)	—		—
Merger-Combined non-SS Adjusted NOI	—		—
Merger-Combined SS Adjusted NOI	$	—	$	—

______________________________________

(1)Adjustments to NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, the impact of deferred community fee income, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fees expense.

(2)Merger-Combined Same-Store Adjusted NOI include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.


			19


Reconciliations


Property Count Reconciliations


As of March 31, 2024
	Property Count Reconciliation
	Outpatient Medical	Lab	CCRC	Other	Total
Prior Quarter Total Property Count	297	146	15	19	477
Physician Realty Trust Merger	299	—	—	—	299
Assets sold	(2)	—	—	—	(2)






Current Quarter Total Property Count	594	146	15	19	774
Recent acquisitions	(5)	—	—	—	(5)
Assets in Development	(5)	(4)	—	—	(9)
Recently completed Developments	—	(2)	—	—	(2)

Assets in Redevelopment	—	(17)	—	—	(17)
Recently completed Redevelopments	(4)	(2)	—	—	(6)


Segment exclusions	—	—	—	(19)	(19)

Significant tenant relocation	—	(2)	—	—	(2)


Three-Month SS Property Count	580	119	15	—	714


	Sequential SS
	Outpatient Medical	Lab	CCRC	Other	Total
Prior Quarter Three-Month SS Property Count	280	120	15	—	415
Physician Realty Trust Merger	292	—	—	—	292


Assets in Redevelopment	—	(6)	—	—	(6)
Prior Development/Redevelopment	9	4	—	—	13


Significant tenant relocation	—	1	—	—	1

Assets sold	(1)	—	—	—	(1)




Current Quarter Three-Month SS Property Count	580	119	15	—	714


			20


Reconciliations


Common Stock and Equivalents

In thousands


		Weighted Average Shares
		Three Months Ended March 31, 2024
	Shares Outstanding March 31, 2024	Diluted EPS	Diluted Nareit FFO	Diluted FFO as Adjusted	Diluted AFFO
Common stock	703,733	600,898	600,898	600,898	600,898
Common stock equivalent securities(1):
Restricted stock units	783	181	181	181	181


OP Units	3,177	109	109	109	109
Convertible partnership units	13,765	—	7,619	9,444	9,444
Total common stock and equivalents	721,458	601,188	608,807	610,632	610,632

______________________________________

(1)The weighted average shares for the three months ended March 31, 2024 represent the current dilutive impact, using the treasury stock method, of approximately 0.8 million restricted stock units, 3.2 million OP Units, and 13.8 million DownREIT units.


			21


Reconciliations


Net Income to Adjusted EBITDAre

In thousands


	Three Months Ended March 31, 2024
Net income (loss)	$	11,177
Interest expense	60,907
Income tax expense (benefit)	13,698
Depreciation and amortization	219,219
Other depreciation and amortization	914
Loss (gain) on sales of real estate	(3,255)
Loss (gain) upon change of control	(77,781)

Share of unconsolidated JV:
Interest expense	1,454
Income tax expense (benefit)	147
Depreciation and amortization	8,772


EBITDAre	$	235,252
Transaction and merger-related items	102,829
Other impairments (recoveries) and other losses (gains)	11,853




Stock-based compensation amortization expense	3,366
Impact of transactions closed during the period(1)	64,374
Adjusted EBITDAre	$	417,674


Adjusted Fixed Charge Coverage

In thousands


	Three Months Ended March 31, 2024
Interest expense, including unconsolidated JV interest expense at share	$	62,361
Capitalized interest, including unconsolidated JV capitalized interest at share	15,418
Fixed Charges	$	77,779

Adjusted Fixed Charge Coverage	5.4x

______________________________________

(1)Adjustment reflects the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. Current quarter activity is primarily related to the merger with Physicians Realty Trust, which closed on March 1, 2024.


			22


Reconciliations


Enterprise Debt and Net Debt

In thousands


	March 31, 2024
Bank line of credit and commercial paper	$	183,000
Term loans	1,645,180
Senior unsecured notes	6,545,209
Mortgage debt	382,406
Consolidated Debt	$	8,755,795
Share of unconsolidated JV mortgage debt	188,846
Enterprise Debt	$	8,944,641
Cash and cash equivalents	(101,763)
Share of unconsolidated JV cash and cash equivalents	(37,807)
Restricted cash	(55,395)
Share of unconsolidated JV restricted cash	(7,703)

Net Debt	$	8,741,973


Financial Leverage

In thousands


	March 31, 2024
Enterprise Debt	$	8,944,641
Enterprise Gross Assets	25,150,032
Financial Leverage	35.6%


Secured Debt Ratio

In thousands


	March 31, 2024
Mortgage debt	$	382,406
Share of unconsolidated JV mortgage debt	188,846
Enterprise Secured Debt	$	571,252
Enterprise Gross Assets	$	25,150,032
Secured Debt Ratio	2.3%


Net Debt to Adjusted EBITDAre

In thousands


	Three Months Ended March 31, 2024
Net Debt	$	8,741,973
Annualized Adjusted EBITDAre(1)	1,670,696
Net Debt to Adjusted EBITDAre	5.2x

______________________________________

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


			23


Reconciliations


Healthpeak's Share of Unconsolidated Joint Venture NOI

In thousands


Total Portfolio	Three Months Ended
	March 31, 2024		March 31, 2023
Equity income (loss) from unconsolidated joint ventures	$	2,376	$	1,816
Depreciation and amortization	8,772		5,993
General and administrative	337		444

Other (income) expense, net	(1,005)		(1,478)
Income tax (benefit) expense	147		216
Healthpeak's share of unconsolidated joint venture NOI	$	10,627	$	6,991


Outpatient Medical	Three Months Ended
	March 31, 2024		March 31, 2023
Equity income (loss) from unconsolidated joint ventures	$	(1,110)	$	189
Interest Expense	1,099		—
Depreciation and amortization	1,615		238
General and administrative	44		7


Income tax (benefit) expense	8		6

Healthpeak's share of unconsolidated joint venture NOI	$	1,656	$	440


Lab	Three Months Ended
	March 31, 2024		March 31, 2023
Equity income (loss) from unconsolidated joint ventures	$	2,811	$	598
Depreciation and amortization	2,573		1,521
General and administrative	217		345
Other (income) expense, net	(2,064)		(1,481)



Healthpeak's share of unconsolidated joint venture NOI	$	3,537	$	983


Other	Three Months Ended
	March 31, 2024		March 31, 2023
Equity income (loss) from unconsolidated joint ventures	$	675	$	1,029
Depreciation and amortization	4,584		4,234
General and administrative	76		92

Other (income) expense, net	(40)		3
Income tax (benefit) expense	139		210

Healthpeak's share of unconsolidated joint venture NOI	$	5,434	$	5,568


			24


Reconciliations


Noncontrolling Interests' Share of Consolidated Joint Venture NOI

In thousands


Total Portfolio	Three Months Ended
	March 31, 2024		March 31, 2023
Income (loss) from continuing operations attributable to noncontrolling interest	$	4,501	$	15,555
(Gain) loss on sales of real estate, net	—		(11,546)
Depreciation and amortization	4,452		4,691
Other (income) expense, net	124		113
Dividends attributable to noncontrolling interest	(2,511)		(2,342)
Noncontrolling interests' share of consolidated joint venture NOI	$	6,566	$	6,471


Outpatient Medical	Three Months Ended
	March 31, 2024		March 31, 2023
Income (loss) from continuing operations attributable to noncontrolling interest	$	3,266	$	14,072
(Gain) loss on sales of real estate, net	—		(11,133)
Depreciation and amortization	4,402		4,654
Other (income) expense, net	215		216
Dividends attributable to noncontrolling interest	(1,437)		(1,441)
Noncontrolling interests' share of consolidated joint venture NOI	$	6,446	$	6,368


Lab	Three Months Ended
	March 31, 2024		March 31, 2023
Income (loss) from continuing operations attributable to noncontrolling interest	$	1,044	$	1,483
(Gain) loss on sales of real estate, net	—		(413)
Depreciation and amortization	50		37
Other (income) expense, net	(91)		(103)
Dividends attributable to noncontrolling interest	(883)		(901)
Noncontrolling interests' share of consolidated joint venture NOI	$	120	$	103


Corporate Non-segment	Three Months Ended
	March 31, 2024		March 31, 2023
Income (loss) from continuing operations attributable to noncontrolling interest	$	191	$	—



Dividends attributable to noncontrolling interest	(191)		—
Noncontrolling interests' share of consolidated joint venture NOI	$	—	$	—


			25


Reconciliations


REVPOR CCRC(1)

In thousands, except per month data


	Three Months Ended
REVPOR CCRC	March 31, 2024		March 31, 2023
Portfolio Cash Real Estate Revenues(2)	$	138,777	$	127,221

REVPOR CCRC revenues	$	138,777	$	127,221

Average occupied units/month	6,043		5,908
REVPOR CCRC per month(3)	$	7,655	$	7,179


	Three Months Ended
REVPOR CCRC excluding NREF Amortization	March 31, 2024		March 31, 2023
REVPOR CCRC revenues	$	138,777	$	127,221
NREF Amortization	(21,577)		(19,887)

REVPOR CCRC revenues excluding NREF Amortization	$	117,200	$	107,334

Average occupied units/month	6,043		5,908
REVPOR CCRC excluding NREF Amortization per month(3)	$	6,465	$	6,056

_____________________________________

(1)May not foot due to rounding.

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

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


			26


Reconciliations


REVPOR(1)

In thousands, except per month data


	Three Months Ended
REVPOR Other	March 31, 2024		March 31, 2023
Portfolio Cash Real Estate Revenues(2)	$	21,477	$	20,566
Other adjustments to REVPOR(3)	—		(2,532)
REVPOR revenues	$	21,477	$	18,034

Average occupied units/month	1,401		1,297
REVPOR per month(4)	$	5,109	$	4,633

______________________________________

(1)May not foot due to rounding.

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

(3)Includes revenue for assets in redevelopment or recently completed redevelopments that were not yet stabilized for the three months ended March 31, 2023.

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


			27

FORWARD-LOOKING STATEMENTS

This Discussion and Reconciliation of Non-GAAP Financial Measures may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which we operate and beliefs of and assumptions made by our management, involve uncertainties that could significantly affect our financial or operating results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “projects,” “forecasts,” “will,” “may,” “potential,” “can,” “could,” “should,” “pro forma,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about our 2024 outlook. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with macroeconomic trends, including inflation, interest rates, construction and labor costs, and unemployment; risks associated with our merger with Physicians Realty Trust, including, but not limited to, our ability to integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies and other benefits of the merger or do so within the anticipated time frame; changes within the industries in which we operate; significant regulation, funding requirements, and uncertainty faced by our lab tenants; factors adversely affecting our tenants’, operators’, or borrowers’ ability to meet their financial and other contractual obligations to us; the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in that specific sector than if we invested across multiple sectors; the illiquidity of real estate investments; our ability to identify and secure new or replacement tenants and operators; our property development, redevelopment, and tenant improvement risks, including project abandonments, project delays, and lower profits than expected; the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to develop, maintain, or expand 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”); economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; our use of joint ventures may limit our returns on and our flexibility with jointly owned investments; 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 or exercise rights on collateral securing our real estate-related loans; any requirement that we recognize reserves, allowances, credit losses, or impairment charges; investment of substantial resources and time in transactions that are not consummated; our ability to successfully integrate or operate acquisitions; the potential impact on us and our tenants, operators, and borrowers from litigation matters, including rising liability and insurance costs; environmental compliance costs and liabilities associated with our real estate investments; our ability to satisfy environmental, social, and governance and sustainability commitments and requirements, as well as stakeholder expectations; epidemics, pandemics, or other infectious diseases, including the coronavirus disease (“Covid”), and health and safety measures intended to reduce their spread; human capital risks, including the loss or limited availability of our key personnel; our reliance on information technology systems and any material failure, inadequacy, interruption, or security failure of that technology; volatility, disruption, or uncertainty in the financial markets; increased borrowing costs, including due to rising interest rates; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; 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, bank failures or other events affecting financial institutions, and other factors; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; 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; laws or regulations prohibiting eviction of our tenants; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services; our participation in the Coronavirus Aid, Relief, and Economic Security Act Provider Relief Fund and other Covid-related stimulus and relief programs; our ability to maintain our qualification as a real estate investment trust (“REIT”); our taxable REIT subsidiaries being subject to corporate level tax; tax imposed on any net income from “prohibited transactions”; 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; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”) common units; provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; our status as a holding company of Healthpeak OP; and those additional risks and factors discussed in our reports filed with the SEC. Moreover, other risks and uncertainties of which we are not currently aware may also affect our forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements,


			28

even if they are subsequently made available by us on our website or otherwise. We do not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.


			29

COVER PAGE	Apr. 25, 2024
Entity Addresses [Line Items]
Document Type	8-K
Document Period End Date	Apr. 25, 2024
Entity Registrant Name	Healthpeak Properties, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-08895
Entity Tax Identification Number	33-0091377
Entity Address, Address Line One	4600 South Syracuse Street
Entity Address, Address Line Two	Suite 500
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	DOC
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000765880
Amendment Flag	false
Former Address
Entity Addresses [Line Items]
Entity Address, Address Line One	N/A