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8-K

Healthpeak Properties, Inc. (DOC)

8-K 2022-08-02 For: 2022-08-02
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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

August 2, 2022

Date of Report (Date of earliest event reported)

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-08895 33-0091377
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

5050 South Syracuse Street, Suite 800

Denver, CO 80237

(Address of principal executive offices) (Zip Code)

(720) 428-5050

(Registrant’s telephone number, including area code)

N/A

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

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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☐

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

Item 2.02                                           Results of Operations and Financial Condition.

On August 2, 2022, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the three and six months ended June 30, 2022. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.

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

Item 7.01                                           Regulation FD Disclosure.

A supplemental report containing financial results and related information of Healthpeak for the three and six months ended June 30, 2022 is furnished as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results.

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

Item 9.01                                           Financial Statements and Exhibits.

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

No. Description
99.1 Press Release dated August 2, 2022.
99.2 June 30, 2022, Supplemental Report.
99.3 June 30, 2022, Discussion and Reconciliation of Non-GAAP Financial Measures.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Date: August 2, 2022
Healthpeak Properties, Inc.
By: /s/ Peter A. Scott
Peter A. Scott
Chief Financial Officer

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Document

Exhibit 99.1

Healthpeak Properties Reports Second Quarter 2022 Results

DENVER, August 2, 2022 - Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the second quarter ended June 30, 2022.

SECOND QUARTER 2022 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS

–Net income of $0.13 per share, Nareit FFO of $0.44 per share, FFO as Adjusted of $0.44 per share, and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 3.7%

▪Life Science and MOB Same-Store Portfolio Cash (Adjusted) NOI growth of 4.3% and 4.5%, respectively

–South San Francisco Joint Ventures:

▪Formed a new life science joint venture with a sovereign wealth fund (“SWF Partner”) for the near-term redevelopment of seven buildings on Healthpeak's Pointe Grand campus in South San Francisco

▪Healthpeak and its SWF Partner have also signed agreements to utilize a similar joint venture structure to develop Phases II & III of Vantage in South San Francisco

–Announced a $500 million share repurchase program

–Life science development:

▪Signed a 154,000 square foot full-building lease with a global pharmaceutical company at Vantage Phase I in South San Francisco

▪Placed in service the remaining 74,000 square feet at The Boardwalk and an additional 160,000 square feet at The Shore

▪$1 billion active life science developments 81% pre-leased as of August 2, 2022

–Added a new $36 million on-campus medical office development to our HCA Healthcare ("HCA") development program

–Increased MOB full-year 2022 same-store cash NOI outlook

–Net debt to adjusted EBITDAre and liquidity were 5.1x and $2.0 billion, respectively, as of June 30, 2022

–Obtained indicative lender commitments in excess of $500 million for proposed new senior unsecured delayed draw term loans

–The Board of Directors declared a quarterly common stock cash dividend of $0.30 per share to be paid on August 19, 2022, to stockholders of record as of the close of business on August 8, 2022

–Published 11th annual ESG report covering environmental, social and governance initiatives and progress

SECOND QUARTER COMPARISON

Three Months Ended June 30, 2022 Three Months Ended June 30, 2021
(in thousands, except per share amounts) Amount Per Share Amount Per Share
Net income, diluted $ 68,057 $ 0.13 $ 277,533 $ 0.51
Nareit FFO, diluted 238,506 0.44 149,671 0.28
FFO as Adjusted, diluted 238,829 0.44 219,386 0.40
AFFO, diluted 197,244 190,579

Nareit FFO, FFO as Adjusted, AFFO, Same-Store Cash (Adjusted) NOI and Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "June 30, 2022 Discussion and Reconciliation of Non-GAAP Financial Measures” for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.

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SAME-STORE ("SS") OPERATING SUMMARY

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

Actual
Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
Three Month Year-To-Date
SS Growth % % of SS SS Growth % % of SS
Life science 4.3 % 49.4 % 4.8 % 48.3 %
Medical office 4.5 % 40.0 % 4.1 % 39.6 %
CCRC (2.1 %) 10.6 % 6.2 % 12.1 %
Total Portfolio 3.7 % 100.0 % 4.7 % 100.0 %
Pro Forma (excluding CARES)
--- --- --- --- --- --- --- --- ---
Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
Three Month Year-To-Date
SS Growth % % of SS SS Growth % % of SS
Life science 4.3 % 49.4 % 4.8 % 49.0 %
Medical office 4.5 % 40.0 % 4.1 % 40.2 %
CCRC (2.6 %) 10.6 % (4.3 %) 10.8 %
Total Portfolio 3.6 % 100.0 % 3.5 % 100.0 %

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SOUTH SAN FRANCISCO JOINT VENTURES

POINTE GRAND REDEVELOPMENT

In August 2022, Healthpeak and its SWF Partner entered into a new 70% (Healthpeak) / 30% (SWF Partner) joint venture (“JV”) on an approximately 400,000 square foot portfolio (“Portfolio”) of seven life science buildings on Healthpeak’s Pointe Grand campus in South San Francisco.

The JV intends to capitalize on Pointe Grand’s irreplaceable location and strong tenant demand by redeveloping the buildings upon the near-term expirations of existing leases. The redevelopment will create differentiated product in an A+ location offering tenants speed to market in high-quality, purpose-built lab space at a lower occupancy cost compared to new development. The smaller buildings also allow the JV to capture the significant demand from a deep pool of tenants seeking 20,000 to 50,000 square feet.

The JV expects to fund an additional investment of approximately $400 per square foot to renovate and re-tenant the 30-year-old buildings over the next two years, including updated building systems, tenant improvements, and an amenity suite.

The JV generated cash proceeds to Healthpeak of $126 million at closing. Healthpeak will earn a preferred return during the redevelopment period, asset management and development fees, and be eligible for a promote.

VANTAGE PHASES II & III DEVELOPMENT

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

SHARE REPURCHASE AUTHORIZATION

In August 2022, Healthpeak’s Board of Directors approved a $500 million share repurchase program. The shares may be repurchased in the open market at Healthpeak’s discretion and subject to market conditions, regulatory constraints, and other customary conditions, until August 2024.

DEVELOPMENT UPDATES

VANTAGE PHASE I

In July 2022, Healthpeak signed a 154,000 square foot lease with a global pharmaceutical company at its Vantage Phase I development in South San Francisco, bringing the property to 45% pre-leased.

Strategically located on the corner of Forbes Boulevard and at the doorstep of Genentech's headquarters, the purpose-built lab campus will feature state-of-the-art design, an amenity center, flexible and efficient floor plates, and building systems accommodating a broad range of life science uses.

MOB DEVELOPMENT PROGRAM WITH HCA

In July 2022, Healthpeak added a new $36 million on-campus Class A medical office building to its development program with HCA. The 70,000 square foot, four-story building will be located on the Memorial Health University Medical Center campus in Savannah, Georgia. Memorial Health University Medical Center is operated by HCA and is the largest hospital in the MSA. HCA has committed to lease 50% of the space.

Since 2019, Healthpeak’s development program with HCA has delivered 9 MOBs totaling 780,000 square feet, with total development costs of approximately $237 million.

THE BOARDWALK

During the second quarter, Healthpeak placed in service the remaining 74,000 square feet, representing $48 million of investment, at The Boardwalk, located in the Torrey Pines submarket of San Diego. The $179 million Class A development is targeting LEED Gold certification, encompasses 192,000 square feet across 3 buildings, and is 100% leased.

THE SHORE AT SIERRA POINT

During the second quarter, Healthpeak placed in service 160,000 square feet, representing $184 million of investment, at Phase II of The Shore at Sierra Point, located in Brisbane, California. The remaining 36,000 square feet in Phase II that has not yet been placed in service is 100% leased with a total expected development cost of $47 million and expected initial occupancy in the fourth quarter of 2022.

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ACQUISITIONS

NORTHWEST MEDICAL PLAZA

In May 2022, Healthpeak closed on a 68,000 square foot on-campus medical office building for $26 million. The property is 98% leased with a weighted average remaining lease term of approximately 4.5 years and directly attached to Northwest Medical Center, a 128-bed full-service hospital in Bentonville, Arkansas.

DISPOSITIONS

During the second quarter, Healthpeak closed on the sale of three non-core MOB assets, generating proceeds of $26 million.

BALANCE SHEET

Net debt to adjusted EBITDAre and liquidity were 5.1x and $2.0 billion, respectively, as of June 30, 2022, including net proceeds from the future settlement of shares sold under equity forward contracts during the third quarter of 2021.

Healthpeak has obtained indicative lender commitments for proposed new senior unsecured delayed draw term loans (the “Term Loan Facilities”) in an aggregate principal amount of up to $500 million, with initial stated maturities of 4.5 years (plus 1-year extension option at Healthpeak’s discretion) and 5 years, and an interest rate of adjusted SOFR plus 85 basis points based on Healthpeak’s current credit ratings. Healthpeak anticipates that the Term Loan Facilities will close in August 2022, subject to customary closing conditions, and fund during the fourth quarter 2022. Healthpeak intends to use the proceeds of the Term Loan Facilities for general corporate purposes, including to pay down existing and future short-term borrowings under its commercial paper program. On August 2, 2022, Healthpeak executed forward-starting swaps that matched the expected initial stated maturities of the Term Loan Facilities and fixed the interest rate at a blended 3.5%. The commitments in respect of the Term Loan Facilities and the terms and conditions thereof (including principal amounts, interest rates, and maturities) remain subject to the negotiation and execution of definitive loan documentation and market conditions.

ESG

In July 2022, Healthpeak published its 11th annual ESG Report, highlighting our environmental, social, and governance (ESG) initiatives over the last decade, as well as our 2021 performance.

Healthpeak was recently named an ENERGY STAR Partner of the Year for the second time and received several workplace recognitions, including being certified a Great Place to Work for the third consecutive year, Great Place to Work in Orange County by the Orange County Business Journal for the second time, and Top Workplaces by The Tennessean for the first time.

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

DIVIDEND

On July 28, 2022, Healthpeak announced that its Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on August 19, 2022, to stockholders of record as of the close of business on August 8, 2022.

2022 GUIDANCE

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

▪Diluted Nareit FFO per share of $1.70 – $1.76

▪Diluted FFO as Adjusted per share of $1.68 – $1.74

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

▪Diluted earnings per common share from $0.58 – $0.64 to $0.97 – $1.03

▪Total Portfolio Same-Store Cash (Adjusted) NOI growth Guidance from 3.25% – 4.75% to 3.50% – 5.00%

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

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COMPANY INFORMATION

Healthpeak has scheduled a conference call and webcast for Wednesday, August 3, 2022, at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time) to review its financial and operating results for the quarter ended June 30, 2022. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (international). The conference ID number is 10168631. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.healthpeak.com. An archive of the webcast will be available on Healthpeak's website through August 3, 2023, and a telephonic replay can be accessed through August 10, 2022, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international) and entering conference ID number 6376533. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website.

ABOUT HEALTHPEAK

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

FORWARD-LOOKING STATEMENTS

Statements contained in this release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, densifications, joint venture transactions, leasing activity and commitments, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) the information presented under the heading "2022 Guidance." Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: the Covid pandemic and health and safety measures intended to reduce its spread, the availability, effectiveness and public usage and acceptance of vaccines, and how quickly and to what extent normal economic and operating conditions can resume within the markets in which we operate; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; increased competition, operating costs and market changes affecting our tenants, operators and borrowers; the financial condition of our tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in a specific sector than if we invested in multiple industries and exposes us to the risks inherent in illiquid investments; our ability to identify and secure replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; our property development, redevelopment and tenant improvement activity risks, including project abandonments, project delays and lower profits than expected; changes within the life science industry; high levels of regulation, funding requirements, expense and uncertainty faced by our life science tenants; the ability of the hospitals on whose campuses our MOBs are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to maintain or expand our hospital and health system client relationships; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; economic and other conditions that negatively affect geographic areas from which we recognize a greater percentage of our revenue; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation; our use of fixed rent escalators, contingent rent provisions and/or rent escalators based on the Consumer Price Index; competition for suitable healthcare properties to grow our investment portfolio; our ability to foreclose on collateral

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securing our real estate-related loans; our ability to make material acquisitions and successfully integrate them; the potential impact on us and our tenants, operators and borrowers from litigation matters, including rising liability and insurance costs; an increase in our borrowing costs, including due to higher interest rates; the availability of external capital on acceptable terms or at all, including due to rising interest rates, changes in our credit ratings and the value of our common stock, volatility or uncertainty in the capital markets, and other factors; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; changes in global, national and local economic and other conditions; laws or regulations prohibiting eviction of our tenants; the failure of our tenants, operators and borrowers to comply with federal, state and local laws and regulations, including resident health and safety requirements, as well as licensure, certification and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety and other regulations; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administration decisions affecting the Centers for Medicare and Medicaid Services; our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; environmental compliance costs and liabilities associated with our real estate investments; our ability to maintain our qualification as REIT; changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; ownership limits in our charter that restrict ownership in our stock; the loss or limited availability of our key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

CONTACT

Andrew Johns, CFA

Senior Vice President – Investor Relations

720-428-5400

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Healthpeak Properties, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data

June 30,<br>2022 December 31, 2021
Assets
Real estate:
Buildings and improvements $ 12,590,403 $ 12,025,271
Development costs and construction in progress 675,713 877,423
Land 2,705,260 2,603,964
Accumulated depreciation and amortization (3,097,748) (2,839,229)
Net real estate 12,873,628 12,667,429
Net investment in direct financing leases 44,706
Loans receivable, net of reserves of $2,015 and $1,813 413,962 415,811
Investments in and advances to unconsolidated joint ventures 402,154 403,634
Accounts receivable, net of allowance of $2,122 and $1,870 47,340 48,691
Cash and cash equivalents 73,013 158,287
Restricted cash 54,815 53,454
Intangible assets, net 470,865 519,760
Assets held for sale and discontinued operations, net 66,647 37,190
Right-of-use asset, net 233,391 233,942
Other assets, net 682,388 674,615
Total assets $ 15,318,203 $ 15,257,519
Liabilities and Equity
Bank line of credit and commercial paper $ 1,448,569 $ 1,165,975
Senior unsecured notes 4,655,852 4,651,933
Mortgage debt 349,329 352,081
Intangible liabilities, net 169,622 177,232
Liabilities related to assets held for sale and discontinued operations, net 15,869 15,056
Lease liability 201,124 204,547
Accounts payable, accrued liabilities, and other liabilities 706,819 755,384
Deferred revenue 814,754 789,207
Total liabilities 8,361,938 8,111,415
Commitments and contingencies
Redeemable noncontrolling interests 115,877 87,344
Common stock, $1.00 par value: 750,000,000 shares authorized; 539,580,161 and 539,096,879 shares issued and outstanding 539,580 539,097
Additional paid-in capital 10,073,712 10,100,294
Cumulative dividends in excess of earnings (4,306,762) (4,120,774)
Accumulated other comprehensive income (loss) (1,318) (3,147)
Total stockholders’ equity 6,305,212 6,515,470
Joint venture partners 334,120 342,234
Non-managing member unitholders 201,056 201,056
Total noncontrolling interests 535,176 543,290
Total equity 6,840,388 7,058,760
Total liabilities and equity $ 15,318,203 $ 15,257,519

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Healthpeak Properties, Inc.

Consolidated Statements of Operations

In thousands, except per share data

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Revenues:
Rental and related revenues $ 387,079 $ 340,642 $ 757,229 $ 668,614
Resident fees and services 125,360 117,308 246,920 233,436
Income from direct financing leases 2,180 1,168 4,343
Interest income 5,493 16,108 10,987 25,121
Total revenues 517,932 476,238 1,016,304 931,514
Costs and expenses:
Interest expense 41,867 38,681 79,453 85,524
Depreciation and amortization 180,489 171,459 358,222 328,997
Operating 215,044 190,132 422,291 371,893
General and administrative 24,781 24,088 48,612 48,990
Transaction costs 612 619 908 1,417
Impairments and loan loss reserves (recoveries), net 139 931 271 4,173
Total costs and expenses 462,932 425,910 909,757 840,994
Other income (expense):
Gain (loss) on sales of real estate, net 10,340 175,238 14,196 175,238
Gain (loss) on debt extinguishments (60,865) (225,157)
Other income (expense), net 2,861 1,734 21,177 3,934
Total other income (expense), net 13,201 116,107 35,373 (45,985)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 68,201 166,435 141,920 44,535
Income tax benefit (expense) 718 763 (59) 755
Equity income (loss) from unconsolidated joint ventures 382 867 2,466 2,190
Income (loss) from continuing operations 69,301 168,065 144,327 47,480
Income (loss) from discontinued operations 2,992 113,960 3,309 383,968
Net income (loss) 72,293 282,025 147,636 431,448
Noncontrolling interests’ share in continuing operations (3,955) (3,535) (7,685) (6,841)
Noncontrolling interests’ share in discontinued operations (2,210) (2,539)
Net income (loss) attributable to Healthpeak Properties, Inc. 68,338 276,280 139,951 422,068
Participating securities’ share in earnings (281) (287) (2,258) (2,732)
Net income (loss) applicable to common shares $ 68,057 $ 275,993 $ 137,693 $ 419,336
Basic earnings (loss) per common share:
Continuing operations $ 0.12 $ 0.30 $ 0.25 $ 0.07
Discontinued operations 0.01 0.21 0.01 0.71
Net income (loss) applicable to common shares $ 0.13 $ 0.51 $ 0.26 $ 0.78
Diluted earnings (loss) per common share:
Continuing operations $ 0.12 $ 0.30 $ 0.25 $ 0.07
Discontinued operations 0.01 0.21 0.01 0.71
Net income (loss) applicable to common shares $ 0.13 $ 0.51 $ 0.26 $ 0.78
Weighted average shares outstanding:
Basic 539,558 538,929 539,456 538,805
Diluted 539,815 544,694 539,701 539,081

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Healthpeak Properties, Inc.

Funds From Operations

In thousands, except per share data

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Net income (loss) applicable to common shares $ 68,057 $ 275,993 $ 137,693 $ 419,336
Real estate related depreciation and amortization 180,489 171,459 358,222 328,997
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 5,210 2,869 10,345 7,322
Noncontrolling interests’ share of real estate related depreciation and amortization (4,844) (4,923) (9,685) (9,809)
Loss (gain) on sales of depreciable real estate, net(1) (12,903) (297,476) (16,688) (557,138)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures 129 (5,866) (150) (5,866)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net 2,179 12 2,179
Loss (gain) upon change of control, net (1,042)
Taxes associated with real estate dispositions 16 1,693 (166) 2,183
Impairments (recoveries) of depreciable real estate, net 3,743 3,743
Nareit FFO applicable to common shares 236,154 149,671 479,583 189,905
Distributions on dilutive convertible units and other 2,352 4,704
Diluted Nareit FFO applicable to common shares $ 238,506 $ 149,671 $ 484,287 $ 189,905
Diluted Nareit FFO per common share $ 0.44 $ 0.28 $ 0.89 $ 0.35
Weighted average shares outstanding - diluted Nareit FFO 547,132 539,193 547,018 539,081
Impact of adjustments to Nareit FFO:
Transaction-related items $ 596 $ 1,265 $ 893 $ 5,379
Other impairments (recoveries) and other losses (gains), net(2) 139 1,845 (8,770) 5,087
Restructuring and severance related charges 2,463
Loss (gain) on debt extinguishments 60,865 225,157
Casualty-related charges (recoveries), net (411) 3,596 (411) 4,644
Total adjustments 324 67,571 (8,288) 242,730
FFO as Adjusted applicable to common shares 236,478 217,242 471,295 432,635
Distributions on dilutive convertible units and other 2,351 2,144 4,719 4,067
Diluted FFO as Adjusted applicable to common shares $ 238,829 $ 219,386 $ 476,014 $ 436,702
Diluted FFO as Adjusted per common share $ 0.44 $ 0.40 $ 0.87 $ 0.80
Weighted average shares outstanding - diluted FFO as Adjusted 547,132 546,519 547,018 546,407

_______________________________________

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

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

Page 9

Healthpeak Properties, Inc.

Adjusted Funds From Operations

In thousands

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
FFO as Adjusted applicable to common shares $ 236,478 $ 217,242 $ 471,295 $ 432,635
Amortization of stock-based compensation 5,300 5,095 10,021 9,459
Amortization of deferred financing costs 2,689 2,121 5,377 4,334
Straight-line rents (12,713) (6,201) (23,872) (15,336)
AFFO capital expenditures (27,906) (22,422) (50,745) (43,132)
Deferred income taxes (1,188) (2,771) (927) (4,493)
Other AFFO adjustments (7,065) (4,026) (13,524) (9,628)
AFFO applicable to common shares 195,595 189,038 397,625 373,839
Distributions on dilutive convertible units and other 1,649 1,541 3,296 2,862
Diluted AFFO applicable to common shares $ 197,244 $ 190,579 $ 400,921 $ 376,701
Weighted average shares outstanding - diluted AFFO 545,307 544,694 545,193 544,582

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ex99206302022

















































Document

Exhibit 99.3

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Discussion and

Reconciliation of Non-

GAAP Financial Measures

June 30, 2022

(Unaudited)

Definitions

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

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

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

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

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

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

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

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

Definitions

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

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

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

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

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

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

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

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

Definitions

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

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

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

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

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

Definitions

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

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

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

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

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

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

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

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

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

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

Definitions

potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.

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

Same-Store (“SS”) Same-Store NOI and Cash (Adjusted) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our consolidated portfolio of properties. Same-Store Adjusted NOI excludes amortization of deferred revenue from tenant-funded improvements and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. Properties are included in Same-Store once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space and rental payments have commenced) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, a change in reporting structure or operator transition has been agreed to, or a significant tenant relocates from a Same-Store property to a non Same-Store property and that change results in a corresponding increase in revenue. We do not report Same-Store metrics for our other non-reportable segments.

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

Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) life science; (ii) medical office; (iii) continuing care retirement community (“CCRC”), and (iv) other non-reportable segment.

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

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

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

Reconciliations
In thousands, except per share data
Funds From Operations
--- Three Months Ended<br>June 30, Six Months Ended<br>June 30,
--- --- --- --- --- --- --- --- ---
2022 2021 2022 2021
Net income (loss) applicable to common shares $ 68,057 $ 275,993 $ 137,693 $ 419,336
Real estate related depreciation and amortization 180,489 171,459 358,222 328,997
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 5,210 2,869 10,345 7,322
Noncontrolling interests’ share of real estate related depreciation and amortization (4,844) (4,923) (9,685) (9,809)
Loss (gain) on sales of depreciable real estate, net(1) (12,903) (297,476) (16,688) (557,138)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures 129 (5,866) (150) (5,866)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net 2,179 12 2,179
Loss (gain) upon change of control, net (1,042)
Taxes associated with real estate dispositions 16 1,693 (166) 2,183
Impairments (recoveries) of depreciable real estate, net 3,743 3,743
Nareit FFO applicable to common shares 236,154 149,671 479,583 189,905
Distributions on dilutive convertible units and other 2,352 4,704
Diluted Nareit FFO applicable to common shares $ 238,506 $ 149,671 $ 484,287 $ 189,905
Weighted average shares outstanding - diluted Nareit FFO 547,132 539,193 547,018 539,081
Impact of adjustments to Nareit FFO:
Transaction-related items $ 596 $ 1,265 $ 893 $ 5,379
Other impairments (recoveries) and other losses (gains), net(2) 139 1,845 (8,770) 5,087
Restructuring and severance related charges 2,463
Loss (gain) on debt extinguishments 60,865 225,157
Casualty-related charges (recoveries), net (411) 3,596 (411) 4,644
Total adjustments 324 67,571 (8,288) 242,730
FFO as Adjusted applicable to common shares 236,478 217,242 471,295 432,635
Distributions on dilutive convertible units and other 2,351 2,144 4,719 4,067
Diluted FFO as Adjusted applicable to common shares $ 238,829 $ 219,386 $ 476,014 $ 436,702
Weighted average shares outstanding - diluted FFO as Adjusted 547,132 546,519 547,018 546,407
Diluted earnings per common share $ 0.13 $ 0.51 $ 0.26 $ 0.78
Depreciation and amortization 0.33 0.32 0.66 0.60
Loss (gain) on sales of depreciable real estate, net (0.02) (0.56) (0.03) (1.04)
Loss (gain) upon change of control, net 0.00
Taxes associated with real estate dispositions 0.00 0.00 0.00 0.00
Impairments (recoveries) of depreciable real estate, net 0.01 0.01
Diluted Nareit FFO per common share $ 0.44 $ 0.28 $ 0.89 $ 0.35
Transaction-related items 0.00 0.00 0.00 0.01
Other impairments (recoveries) and other losses (gains), net(2) 0.00 0.00 (0.02) 0.01
Restructuring and severance related charges 0.00
Loss (gain) on debt extinguishments 0.11 0.42
Casualty-related charges (recoveries), net 0.00 0.01 0.00 0.01
Diluted FFO as Adjusted per common share $ 0.44 $ 0.40 $ 0.87 $ 0.80
Reconciliations
---
In thousands, except per share data
Adjusted Funds From Operations
--- Three Months Ended<br>June 30, Six Months Ended<br>June 30,
--- --- --- --- --- --- --- --- ---
2022 2021 2022 2021
FFO as Adjusted applicable to common shares $ 236,478 $ 217,242 $ 471,295 $ 432,635
Amortization of stock-based compensation 5,300 5,095 10,021 9,459
Amortization of deferred financing costs 2,689 2,121 5,377 4,334
Straight-line rents (12,713) (6,201) (23,872) (15,336)
AFFO capital expenditures (27,906) (22,422) (50,745) (43,132)
Deferred income taxes (1,188) (2,771) (927) (4,493)
Other AFFO adjustments (7,065) (4,026) (13,524) (9,628)
AFFO applicable to common shares 195,595 189,038 397,625 373,839
Distributions on dilutive convertible units and other 1,649 1,541 3,296 2,862
Diluted AFFO applicable to common shares $ 197,244 $ 190,579 $ 400,921 $ 376,701
Weighted average shares outstanding - diluted AFFO 545,307 544,694 545,193 544,582

______________________________________

(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations on page 8 of the Earnings Release and Supplemental Report and Discontinued Operations Reconciliation on page 32 of this document for the three and six months ended June 30, 2022.

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

Reconciliations
Per share data Projected Future Operations(1)
---
Full Year 2022
--- --- --- --- ---
Low High
Diluted earnings per common share $ 0.97 $ 1.03
Real estate related depreciation and amortization 1.32 1.32
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures 0.04 0.04
Noncontrolling interests' share of real estate related depreciation and amortization (0.04) (0.04)
Loss (gain) on sales of real estate, net (0.04) (0.04)
Loss (gain) upon change of control, net (0.55) (0.55)
Diluted Nareit FFO per common share $ 1.70 $ 1.76
Other impairments (recoveries) and other losses (gains), net (0.02) (0.02)
Diluted FFO as Adjusted per common share $ 1.68 $ 1.74

______________________________________

(1)The foregoing projections reflect management's view of current and future market conditions as of August 2, 2022 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on August 2, 2022. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.

Reconciliations
In millions
Projected SS Cash NOI(1)(2)
---

For the projected year 2022 (low)

Life Science Medical Office CCRC Other(3) Corporate Adjustments Total
Portfolio Cash (Adjusted) NOI(4) $ 543 $ 426 $ 104 $ 15 $ (2) $ 1,085
Interest income 20 20
Portfolio Income 543 426 104 35 (2) 1,105
Interest income (20) (20)
Non-cash adjustments to cash NOI(5) 61 14 (1) (2) 1 74
NOI 604 440 102 13 (1) 1,159
Non-SS NOI (150) (86) 1 (13) 1 (247)
SS NOI 454 354 104 912
Non-cash adjustments to SS NOI(5) (35) (7) 1 (41)
SS Cash (Adjusted) NOI $ 419 $ 346 $ 105 $ $ $ 871
Addback adjustments(6) 288
Other income and expenses(7) 362
Costs and expenses(8) (981)
Net income (loss) $ 540

For the projected year 2022 (high)

Life Science Medical Office CCRC Other(3) Corporate Adjustments Total
Portfolio Cash (Adjusted) NOI(4) $ 548 $ 430 $ 108 $ 20 $ (1) $ 1,104
Interest income 25 25
Portfolio Income 548 430 108 45 (1) 1,129
Interest income (25) (25)
Non-cash adjustments to cash NOI(5) 62 14 (1) 2 1 78
NOI 610 444 106 22 1,183
Non-SS NOI (151) (87) 1 (22) (259)
SS NOI 459 357 108 923
Non-cash adjustments to SS NOI(5) (36) (7) 1 (41)
SS Cash (Adjusted) NOI $ 423 $ 350 $ 109 $ $ $ 882
Addback adjustments(6) 300
Other income and expenses(7) 359
Costs and expenses(8) (965)
Net income (loss) $ 576

Continued

Reconciliations
In millions

For the year ended December 31, 2021

Life Science Medical Office CCRC Other(3) Corporate Adjustments and Discontinued Operations Total
Portfolio Cash (Adjusted) NOI(4) $ 504 $ 413 $ 96 $ 17 $ 11 $ 1,041
Interest income 38 38
Portfolio Income 504 413 96 55 11 1,079
Interest income (38) (38)
Non-cash adjustments to cash NOI(5) 47 11 (3) (7) 47
NOI 551 424 92 18 3 1,088
Non-SS NOI (113) (78) 1 (18) (3) (210)
SS NOI 438 346 94 878
Non-cash adjustments to SS NOI(5) (35) (9) 3 (40)
SS Cash (Adjusted) NOI $ 403 $ 338 $ 97 $ $ $ 838
Addback adjustments(6) 250
Other income and expenses(7) 666
Costs and expenses(8) (1,172)
Other impairments (recoveries), net(9) (56)
Net income (loss) $ 526

Projected SS Cash NOI Changes for the full year 2022

Life Science Medical Office CCRC Total
Low 4.00 % 2.50 % 8.00 % 3.50 %
High 5.00 % 3.50 % 12.00 % 5.00 %

______________________________________

(1)The foregoing projections reflect management's view of current and future market conditions as of August 2, 2022 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on August 2, 2022. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.

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

(3)Portfolio Cash NOI for Other represents the Company's share of its unconsolidated investment in SWF SH JV portfolio, with the low of $15 million and the high of $20 million.

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

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

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

(7)Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net, income tax benefit (expense), and equity income (loss) from unconsolidated joint ventures, excluding NOI. The year ended December 31, 2021 includes discontinued operations.

(8)Represents interest expense, depreciation and amortization, general and administrative, transaction costs, and loss on debt extinguishments. The year ended December 31, 2021 includes discontinued operations.

(9)The majority of the balance represents the impairment of goodwill related to the disposition of senior housing triple-net and SHOP portfolios during the year ended December 31, 2021 and is included in discontinued operations.

Reconciliations
In thousands
Enterprise Gross Assets and Portfolio Investment
--- June 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- ---
Life Science Medical Office CCRC Other Discontinued Operations(1) Corporate Non-segment Total
Consolidated total assets(2) $ 7,599,695 $ 4,736,477 $ 2,091,055 $ 760,710 $ 10,251 $ 120,015 $ 15,318,203
Investments in and advances to unconsolidated JVs (41,550) (8,918) (351,686) (402,154)
Accumulated depreciation and amortization(3) 1,339,371 1,756,061 374,951 3,470,383
Consolidated Gross Assets $ 8,897,516 $ 6,483,620 $ 2,466,006 $ 409,024 $ 10,251 $ 120,015 $ 18,386,432
Healthpeak's share of unconsolidated JV gross assets 78,433 18,783 277 484,237 69 581,799
Enterprise Gross Assets $ 8,975,949 $ 6,502,403 $ 2,466,283 $ 893,261 $ 10,320 $ 120,015 $ 18,968,231
Land held for development (589,547) (4,335) (593,882)
Fully depreciated real estate and intangibles 458,841 524,410 17,389 1,000,640
Non-real estate related assets(4) (266,644) (384,230) (215,148) (25,367) (10,320) (120,015) (1,021,724)
Real estate intangible liabilities (198,695) (137,895) (336,590)
Noncontrolling interests' share of consolidated JVs real estate and related intangibles (4,344) (387,044) (391,388)
Portfolio Investment $ 8,375,560 $ 6,113,309 $ 2,268,524 $ 867,894 $ $ $ 17,625,287

______________________________________

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

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

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

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

Reconciliations
In thousands
Revenues
--- Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Life Science $ 177,527 $ 184,213 $ 184,170 $ 194,055 $ 207,771
Medical Office 165,295 171,482 174,264 177,263 179,308
CCRC 117,308 119,022 118,867 121,560 125,360
Other 16,108 6,748 5,904 5,494 5,493
Total revenues $ 476,238 $ 481,465 $ 483,205 $ 498,372 $ 517,932
Life Science
Medical Office
CCRC 87 15 6,552 209
Other
Government grant income $ 87 $ 15 $ $ 6,552 $ 209
Life Science
Medical Office
CCRC
Other (16,108) (6,748) (5,904) (5,494) (5,493)
Less: Interest income $ (16,108) $ (6,748) $ (5,904) $ (5,494) $ (5,493)
Life Science 1,412 1,521 1,487 1,431 1,267
Medical Office 710 737 720 732 761
CCRC 2,415
Other 16,740 17,109 17,233 18,045 18,215
Healthpeak's share of unconsolidated JVs real estate revenues $ 21,277 $ 19,367 $ 19,440 $ 20,208 $ 20,243
Life Science
Medical Office
CCRC 333
Other 583 739 315
Healthpeak's share of unconsolidated JVs government grant income $ 583 $ $ 739 $ 648 $
Life Science (75) (82) (70) (57) (62)
Medical Office (8,825) (8,954) (8,658) (8,820) (8,943)
CCRC
Other
Noncontrolling interests' share of consolidated JVs real estate revenues $ (8,900) $ (9,036) $ (8,728) $ (8,877) $ (9,005)
Life Science 178,863 185,652 185,588 195,429 208,976
Medical Office 157,181 163,265 166,325 169,175 171,126
CCRC 119,810 119,037 118,868 128,445 125,569
Other 17,323 17,109 17,972 18,360 18,215
Portfolio Real Estate Revenues $ 473,177 $ 485,063 $ 488,753 $ 511,409 $ 523,886
Life Science (12,374) (11,030) (11,402) (14,272) (21,653)
Medical Office (2,643) (4,337) (4,306) (4,180) (3,643)
CCRC 14
Other 6 12 (4) 23 86
Non-cash adjustments to Portfolio Real Estate Revenues $ (14,997) $ (15,355) $ (15,712) $ (18,429) $ (25,210)

Continued

Reconciliations
In thousands
Revenues
---
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Life Science 166,489 174,622 174,186 181,157 187,323
Medical Office 154,538 158,928 162,019 164,995 167,483
CCRC 119,824 119,037 118,868 128,445 125,569
Other 17,329 17,121 17,968 18,383 18,301
Portfolio Cash Real Estate Revenues $ 458,180 $ 469,708 $ 473,041 $ 492,980 $ 498,676
Life Science 12,374 11,030 11,402 14,272 21,653
Medical Office 2,643 4,337 4,306 4,180 3,643
CCRC (14)
Other (6) (12) 4 (23) (86)
Non-cash adjustments to Portfolio Real Estate Revenues $ 14,997 $ 15,355 $ 15,712 $ 18,429 $ 25,210
Life Science (30,271) (35,378) (36,863) (41,791) (48,867)
Medical Office (26,435) (29,587) (33,007) (33,211) (33,675)
CCRC (2,415) (333)
Other (17,323) (17,109) (17,972) (18,360) (18,215)
Non-SS Portfolio Real Estate Revenues $ (76,444) $ (82,074) $ (87,842) $ (93,695) $ (100,757)
Life Science 148,592 150,274 148,725 153,638 160,109
Medical Office 130,746 133,678 133,318 135,964 137,451
CCRC 117,395 119,037 118,868 128,112 125,569
Other
Portfolio Real Estate Revenue - SS(1) $ 396,733 $ 402,989 $ 400,911 $ 417,714 $ 423,129
Life Science (9,297) (8,008) (7,953) (9,166) (12,031)
Medical Office (2,528) (2,732) (2,532) (2,480) (2,116)
CCRC
Other
Non-cash adjustment to SS Portfolio Real Estate Revenues $ (11,825) $ (10,740) $ (10,485) $ (11,646) $ (14,147)
Life Science 139,295 142,266 140,772 144,472 148,078
Medical Office 128,218 130,946 130,786 133,484 135,335
CCRC 117,395 119,037 118,868 128,112 125,569
Other
Portfolio Cash Real Estate Revenue - SS(1) $ 384,908 $ 392,249 $ 390,426 $ 406,068 $ 408,982
Reconciliations
---
In thousands
Operating Expenses
--- Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Life Science $ 40,724 $ 44,923 $ 43,936 $ 48,189 $ 49,446
Medical Office 54,648 58,430 59,184 61,170 63,321
CCRC 94,760 98,799 96,127 97,888 102,277
Other (13)
Operating expenses $ 190,132 $ 202,139 $ 199,247 $ 207,247 $ 215,044
Life Science 428 463 520 483 483
Medical Office 317 305 258 299 301
CCRC 2,208 32 (346)
Other 12,451 13,450 13,370 14,055 14,150
Healthpeak's share of unconsolidated JVs operating expenses $ 15,404 $ 14,250 $ 13,802 $ 14,837 $ 14,934
Life Science (21) (25) (21) (19) (19)
Medical Office (2,552) (2,659) (2,356) (2,602) (2,726)
CCRC
Other
Noncontrolling interests' share of consolidated JVs operating expenses $ (2,573) $ (2,684) $ (2,377) $ (2,621) $ (2,745)
Life Science 41,131 45,361 44,435 48,653 49,910
Medical Office 52,413 56,076 57,086 58,867 60,896
CCRC 96,968 98,831 95,781 97,888 102,277
Other 12,451 13,437 13,370 14,055 14,150
Portfolio Operating Expenses $ 202,963 $ 213,705 $ 210,672 $ 219,463 $ 227,233
Life Science (9) (10) (9) (160) (9)
Medical Office (639) (711) (740) (633) (694)
CCRC (1,212) (724) (1,270)
Other 33 113 27 31 32
Non-cash adjustments to Portfolio Operating Expenses $ (1,827) $ (1,332) $ (1,992) $ (762) $ (671)
Life Science 41,122 45,351 44,426 48,493 49,901
Medical Office 51,774 55,365 56,346 58,234 60,202
CCRC 95,756 98,107 94,511 97,888 102,277
Other 12,484 13,550 13,397 14,086 14,182
Portfolio Cash Operating Expenses $ 201,136 $ 212,373 $ 208,680 $ 218,701 $ 226,562
Life Science 9 10 9 160 9
Medical Office 639 711 740 633 694
CCRC 1,212 724 1,270
Other (33) (113) (27) (31) (32)
Non-cash adjustments to Portfolio Operating Expenses $ 1,827 $ 1,332 $ 1,992 $ 762 $ 671
Life Science (7,874) (8,964) (9,567) (12,052) (12,428)
Medical Office (9,335) (11,145) (12,139) (13,864) (14,541)
CCRC (2,602) (426) (62) (490) (443)
Other (12,451) (13,437) (13,370) (14,055) (14,150)
Non-SS Portfolio Operating Expenses $ (32,262) $ (33,972) $ (35,138) $ (40,461) $ (41,562)

Continued

Reconciliations
In thousands
Operating Expenses
--- Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Life Science 33,257 36,397 34,868 36,601 37,482
Medical Office 43,078 44,931 44,947 45,003 46,355
CCRC 94,366 98,405 95,719 97,398 101,834
Other
Portfolio Operating Expenses - SS(1) $ 170,701 $ 179,733 $ 175,534 $ 179,002 $ 185,671
Life Science (9) (9) (9) (159) (9)
Medical Office (576) (589) (576) (570) (570)
CCRC (1,209) (724) (1,542)
Other
Non-cash adjustment to SS Portfolio Operating Expenses $ (1,794) $ (1,322) $ (2,127) $ (729) $ (579)
Life Science 33,248 36,388 34,859 36,442 37,473
Medical Office 42,502 44,342 44,371 44,433 45,785
CCRC 93,157 97,681 94,177 97,398 101,834
Other
Portfolio Cash Operating Expenses - SS(1) $ 168,907 $ 178,411 $ 173,407 $ 178,273 $ 185,092
Reconciliations
---
In thousands
Revenues Operating Expenses
--- --- Six Months Ended<br>June 30, 2022 Six Months Ended<br>June 30, 2022
--- --- --- --- --- ---
Life Science $ 401,826 Life Science $ 97,635
Medical Office 356,571 Medical Office 124,491
CCRC 246,920 CCRC 200,165
Other 10,987 Other
Total revenues $ 1,016,304 Operating expenses $ 422,291
Life Science Life Science 966
Medical Office Medical Office 600
CCRC 6,762 CCRC
Other Other 28,205
Government grant income $ 6,762 Healthpeak's share of unconsolidated JVs operating expenses $ 29,771
Life Science Life Science (38)
Medical Office Medical Office (5,328)
CCRC CCRC
Other (10,987) Other
Less: Interest income $ (10,987) Noncontrolling interests' share of consolidated JVs operating expenses $ (5,366)
Life Science 2,698 Life Science 98,563
Medical Office 1,493 Medical Office 119,763
CCRC CCRC 200,165
Other 36,260 Other 28,205
Healthpeak's share of unconsolidated JVs real estate revenues $ 40,451 Portfolio Operating Expenses $ 446,696
Life Science Life Science (169)
Medical Office Medical Office (1,327)
CCRC 333 CCRC
Other 315 Other 63
Healthpeak's share of unconsolidated JVs government grant income $ 648 Non-cash adjustments to Portfolio Operating Expenses $ (1,433)
Life Science (119) Life Science 98,394
Medical Office (17,763) Medical Office 118,436
CCRC CCRC 200,165
Other Other 28,268
Noncontrolling interests' share of consolidated JVs real estate revenues $ (17,882) Portfolio Cash Operating Expenses $ 445,263
Life Science 404,405 Life Science $ 169
Medical Office 340,301 Medical Office 1,327
CCRC 254,015 CCRC
Other 36,575 Other (63)
Portfolio Real Estate Revenues $ 1,035,296 Non-cash Portfolio Cash Operating Expenses $ 1,433
Life Science (35,925) Life Science (25,073)
Medical Office (7,823) Medical Office (28,763)
CCRC CCRC (933)
Other 109 Other (28,205)
Non-cash adjustments to Portfolio Real Estate Revenues $ (43,639) Non-SS Portfolio Operating Expenses $ (82,974)
Reconciliations
---
In thousands
Six Months Ended<br>June 30, 2022 Six Months Ended<br>June 30, 2022
--- --- --- --- --- ---
Life Science 368,480 Life Science 73,490
Medical Office 332,478 Medical Office 91,000
CCRC 254,015 CCRC 199,232
Other 36,684 Other
Portfolio Cash Real Estate Revenues $ 991,657 Portfolio Operating Expenses - SS(1) $ 363,722
Life Science 35,925 Life Science (169)
Medical Office 7,823 Medical Office (1,129)
CCRC CCRC
Other (109) Other
Non-cash adjustments to Portfolio Real Estate Revenues $ 43,639 Non-cash adjustment to SS Portfolio Operating Expenses $ (1,298)
Life Science (92,444) Life Science 73,321
Medical Office (67,586) Medical Office 89,871
CCRC (334) CCRC 199,232
Other (36,575) Other
Non-SS Portfolio Real Estate Revenue $ (196,939) Portfolio Cash Operating Expenses - SS(1) $ 362,424
Life Science $ 311,961
Medical Office 272,715
CCRC 253,681
Other
Portfolio Real Estate Revenue - SS(1) $ 838,357
Life Science (21,161)
Medical Office (4,547)
CCRC
Other
Non-cash adjustment to SS Portfolio Real Estate Revenues $ (25,708)
Life Science 290,800
Medical Office 268,168
CCRC 253,681
Other
Portfolio Cash Real Estate Revenue - SS(1) $ 812,649

______________________________________

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

Reconciliations
In thousands
EBITDAre and Adjusted EBITDAre
--- Three Months Ended June 30, 2022
--- --- ---
Net income (loss) $ 72,293
Interest expense 41,867
Income tax expense (benefit)(1) (748)
Depreciation and amortization 180,489
Other depreciation and amortization 1,363
Loss (gain) on sales of real estate(1) (12,903)
Share of unconsolidated JV:
Interest expense (140)
Income tax expense (benefit) 87
Depreciation and amortization 5,210
Loss (gain) on sale of real estate from unconsolidated JVs 129
EBITDAre $ 287,647
Transaction-related items, excluding taxes 612
Other impairments (recoveries) and losses (gains)(2) 139
Casualty-related charges (recoveries), excluding taxes (482)
Amortization of stock-based compensation 5,300
Impact of transactions closed during the quarter(3) 298
Adjusted EBITDAre $ 293,514
Adjusted Fixed Charge Coverage
--- Three Months Ended June 30, 2022
--- --- ---
Interest expense, including unconsolidated JV interest expense at share 41,727
Capitalized interest 8,315
Fixed Charges $ 50,042
Adjusted Fixed Charge Coverage 5.9x

______________________________________

(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations on page 8 of the Earnings Release and Supplemental Report and Discontinued Operations Reconciliation on page 32 of this document for the quarter ended June 30, 2022.

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

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

Reconciliations
In thousands
Enterprise Debt and Net Debt
--- June 30, 2022
--- --- ---
Bank line of credit and commercial paper $ 1,448,569
Senior unsecured notes 4,655,852
Mortgage debt 349,329
Consolidated Debt $ 6,453,750
Share of unconsolidated JV mortgage debt 39,795
Enterprise Debt $ 6,493,545
Cash and cash equivalents(1) (81,083)
Share of unconsolidated JV cash and cash equivalents (16,014)
Restricted cash (54,815)
Share of unconsolidated JV restricted cash (500)
Expected net proceeds from forward contracts (310,041)
Net Debt $ 6,031,092 Financial Leverage
--- June 30, 2022
--- --- ---
Enterprise Debt $ 6,493,545
Enterprise Gross Assets 18,968,231
Financial Leverage 34.2% Secured Debt Ratio
--- June 30, 2022
--- --- ---
Mortgage debt $ 349,329
Share of unconsolidated JV mortgage debt 39,795
Enterprise Secured Debt $ 389,124
Enterprise Gross Assets 18,968,231
Secured Debt Ratio 2.1% Net Debt to Adjusted EBITDAre
--- Three Months Ended <br>June 30, 2022
--- --- ---
Net Debt $ 6,031,092
Annualized Adjusted EBITDAre(2) 1,174,056
Net Debt to Adjusted EBITDAre 5.1x

______________________________________

(1)Includes cash and cash equivalents of $8 million on assets classified as discontinued operations.

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

Reconciliations
In thousands
Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS
---

Total Portfolio

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations $ 168,065 $ 61,305 $ 28,943 $ 75,026 $ 69,301
Interest income (16,108) (6,748) (5,904) (5,494) (5,493)
Interest expense 38,681 35,905 36,551 37,586 41,867
Depreciation and amortization 171,459 177,175 178,114 177,733 180,489
General and administrative 24,088 23,270 26,043 23,831 24,781
Transaction costs 619 424 296 612
Loss (gain) on sales of real estate, net (175,238) (14,635) (717) (3,856) (10,340)
Impairments and loan loss reserves (recoveries), net 931 285 18,702 132 139
Other expense (income), net (1,734) (1,670) (662) (18,316) (2,861)
Loss (gain) on debt extinguishments 60,865 667
Income tax expense (benefit) (763) (649) (1,857) 777 (718)
Government grant income 87 15 6,552 209
Equity loss (income) from unconsolidated JVs (867) (2,327) (1,583) (2,084) (382)
Healthpeak's share of unconsolidated JVs NOI 6,456 5,117 6,378 6,019 5,309
Noncontrolling interests' share of consolidated JVs NOI (6,327) (6,352) (6,351) (6,256) (6,260)
Portfolio NOI $ 270,214 $ 271,358 $ 278,081 $ 291,946 $ 296,653
Adjustment to Portfolio NOI (13,170) (14,023) (13,719) (17,666) (24,539)
Portfolio Cash (Adjusted) NOI $ 257,044 $ 257,335 $ 264,362 $ 274,280 $ 272,114
Interest income 16,108 6,748 5,904 5,494 5,493
Portfolio Income $ 273,152 $ 264,083 $ 270,266 $ 279,774 $ 277,607
Interest income (16,108) (6,748) (5,904) (5,494) (5,493)
Adjustment to Portfolio NOI 13,170 14,023 13,719 17,666 24,539
Non-SS Portfolio NOI (44,182) (48,102) (52,705) (53,234) (59,195)
SS Portfolio NOI $ 226,032 $ 223,256 $ 225,376 $ 238,712 $ 237,458
Non-cash adjustment to SS Portfolio NOI (10,031) (9,418) (8,357) (10,917) (13,568)
SS Portfolio Cash (Adjusted) NOI $ 216,001 $ 213,838 $ 217,019 $ 227,795 $ 223,890
Reconciliations
---
In thousands

Life Science

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations $ 59,960 $ 60,326 $ 62,419 $ 72,249 $ 78,794
Interest expense 48 46 36
Depreciation and amortization 76,955 79,570 78,237 78,138 79,673
Transaction costs (21) 13 292 35
Loss (gain) on sales of real estate, net (3,856)
Other expense (income), net (28) (22) (1) 9 (29)
Equity loss (income) from unconsolidated JVs (111) (630) (470) (966) (148)
Healthpeak's share of unconsolidated JVs NOI 984 1,058 967 948 784
Noncontrolling interests' share of consolidated JVs NOI (54) (57) (49) (38) (43)
Portfolio NOI $ 137,733 $ 140,291 $ 141,152 $ 146,776 $ 159,066
Adjustment to Portfolio NOI (12,366) (11,021) (11,392) (14,112) (21,644)
Portfolio Cash (Adjusted) NOI(1) $ 125,367 $ 129,270 $ 129,760 $ 132,664 $ 137,422
Adjustment to Portfolio NOI 12,366 11,021 11,392 14,112 21,644
Non-SS Portfolio NOI (22,398) (26,414) (27,295) (29,739) (36,439)
SS Portfolio NOI $ 115,335 $ 113,877 $ 113,857 $ 117,037 $ 122,627
Non-cash adjustment to SS Portfolio NOI (9,288) (7,999) (7,944) (9,007) (12,022)
SS Portfolio Cash (Adjusted) NOI $ 106,047 $ 105,878 $ 105,913 $ 108,030 $ 110,605

Medical Office

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations $ 221,725 $ 58,632 $ 27,064 $ 58,417 $ 56,929
Interest expense 786 1,104 852 1,036 1,930
Depreciation and amortization 63,371 66,189 68,232 67,773 68,873
Transaction costs (35) 28 4 70
Impairments and loan loss (reserves) recoveries, net 1,952 19,625
Loss (gain) on sales of real estate, net (175,238) (14,635) (717) (10,340)
Other expense (income), net 175 30 241 (10,937) (1,264)
Equity loss (income) from unconsolidated JVs (137) (220) (245) (200) (211)
Healthpeak's share of unconsolidated JVs NOI 393 432 462 433 460
Noncontrolling interests' share of consolidated JVs NOI (6,273) (6,295) (6,302) (6,218) (6,217)
Portfolio NOI $ 104,767 $ 107,189 $ 109,240 $ 110,308 $ 110,230
Adjustment to Portfolio NOI (2,003) (3,626) (3,566) (3,546) (2,949)
Portfolio Cash (Adjusted) NOI(1) $ 102,764 $ 103,563 $ 105,674 $ 106,762 $ 107,281
Adjustment to Portfolio NOI 2,003 3,626 3,566 3,546 2,949
Non-SS Portfolio NOI (17,099) (18,442) (20,869) (19,347) (19,134)
SS Portfolio NOI $ 87,668 $ 88,747 $ 88,371 $ 90,961 $ 91,096
Non-cash adjustment to SS Portfolio NOI (1,952) (2,143) (1,956) (1,910) (1,546)
SS Portfolio Cash (Adjusted) NOI $ 85,716 $ 86,604 $ 86,415 $ 89,051 $ 89,550
Reconciliations
---
In thousands

CCRC

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations $ (10,362) $ (12,170) $ (11,498) $ (2,965) $ (10,170)
Interest expense 1,924 1,936 1,923 1,865 1,876
Depreciation and amortization 31,133 31,416 31,645 31,822 31,943
Transaction costs 657 356 64
Other expense (income), net (165) (114) 314 (6,511) (630)
Government grant income 87 15 6,552 209
Equity loss (income) from unconsolidated JVs (639) (845) (539)
Healthpeak's share of unconsolidated JVs NOI 207 (32) 347 333
Portfolio NOI $ 22,842 $ 20,206 $ 23,087 $ 30,557 $ 23,292
Adjustment to Portfolio NOI 1,226 724 1,271
Portfolio Cash (Adjusted) NOI(1) $ 24,068 $ 20,930 $ 24,358 $ 30,557 $ 23,292
Adjustment to Portfolio NOI (1,226) (724) (1,271)
Non-SS Portfolio NOI 187 426 61 157 443
SS Portfolio NOI $ 23,029 $ 20,632 $ 23,148 $ 30,714 $ 23,735
Non-cash adjustment to SS Portfolio NOI 1,209 724 1,543
SS Portfolio Cash (Adjusted) NOI $ 24,238 $ 21,356 $ 24,691 $ 30,714 $ 23,735

Other

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations $ 15,139 $ 9,061 $ 7,671 $ 5,709 $ 5,395
Interest income (16,108) (6,748) (5,904) (5,494) (5,493)
Transaction costs 18 27
Impairments and loan loss (reserves) recoveries, net 931 (1,667) (923) 132 139
Other expense (income), net (1) (3) 32 (18)
Equity loss (income) from unconsolidated JVs 20 (632) (868) (379) (23)
Healthpeak's share of unconsolidated JVs NOI 4,872 3,659 4,602 4,305 4,065
Portfolio NOI $ 4,872 $ 3,672 $ 4,602 $ 4,305 $ 4,065
Adjustment to Portfolio NOI (27) (100) (32) (8) 54
Portfolio Cash (Adjusted) NOI $ 4,845 $ 3,572 $ 4,570 $ 4,297 $ 4,119
Interest income 16,108 6,748 5,904 5,494 5,493
Portfolio Income $ 20,953 $ 10,320 $ 10,474 $ 9,791 $ 9,612
Interest income (16,108) (6,748) (5,904) (5,494) (5,493)
Adjustment to Portfolio NOI 27 100 32 8 (54)
Non-SS Portfolio NOI (4,872) (3,672) (4,602) (4,305) (4,065)
SS Portfolio NOI $ $ $ $ $
SS Portfolio Cash (Adjusted) NOI $ $ $ $ $
Reconciliations
---
In thousands

Corporate Non-Segment

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations $ (118,397) $ (54,544) $ (56,713) $ (58,384) $ (61,647)
Interest expense 35,923 32,819 33,740 34,685 38,061
General and administrative 24,088 23,270 26,043 23,831 24,781
Transaction costs 443
Loss (gain) on debt extinguishments 60,865 667
Other expense (income), net (1,716) (1,563) (1,213) (909) (920)
Income tax expense (benefit) (763) (649) (1,857) 777 (718)
Portfolio NOI $ $ $ $ $

______________________________________

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

Reconciliations
In thousands
Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS
---

For the six months ended June 30, 2022

Life Science Medical Office CCRC Other Corporate <br>Non-segment Total
Income (loss) from continuing operations $ 151,042 $ 115,347 $ (13,135) $ 11,105 $ (120,032) $ 144,327
Interest income (10,987) (10,987)
Interest expense 2,966 3,741 72,746 79,453
Depreciation and amortization 157,811 136,646 63,765 358,222
General and administrative 48,612 48,612
Transaction costs 327 74 64 443 908
Impairments and loan loss (reserves) recoveries, net 271 271
Loss (gain) on sales of real estate, net (3,856) (10,340) (14,196)
Other expense (income), net (20) (12,201) (7,141) 13 (1,828) (21,177)
Income tax expense (benefit) 59 59
Government grant income 6,762 6,762
Healthpeak's share of unconsolidated joint venture NOI 1,733 892 333 8,370 11,328
Noncontrolling interests' share of consolidated joint venture NOI (81) (12,435) (12,516)
Equity loss (income) from unconsolidated JVs (1,114) (411) (539) (402) (2,466)
Portfolio NOI $ 305,842 $ 220,538 $ 53,850 $ 8,370 $ $ 588,600
Adjustment to NOI (35,756) (6,495) 45 (42,206)
Portfolio Cash (Adjusted) NOI $ 270,086 $ 214,043 $ 53,850 $ 8,415 $ $ 546,394
Interest Income 10,987 10,987
Portfolio Income $ 270,086 $ 214,043 $ 53,850 $ 19,402 $ $ 557,381
Interest income (10,987) (10,987)
Adjustment to NOI 35,756 6,495 (45) 42,206
Non-SS Portfolio NOI (67,371) (38,823) 599 (8,370) (113,965)
SS Portfolio NOI(1) $ 238,471 $ 181,715 $ 54,449 $ $ $ 474,635
Non-cash adjustment to SS Portfolio NOI (20,992) (3,418) (24,410)
SS Portfolio Cash (Adjusted) NOI(1) $ 217,479 $ 178,297 $ 54,449 $ $ $ 450,225
Reconciliations
---
In thousands

For the six months ended June 30, 2021

Life Science Medical Office CCRC Other Corporate Non-segment Total
Income (loss) from continuing operations $ 121,778 $ 270,337 $ (16,738) $ 22,614 $ (350,511) $ 47,480
Interest income (25,121) (25,121)
Interest expense 150 881 3,842 80,651 85,524
Depreciation and amortization 145,388 121,326 62,283 328,997
General and administrative 48,990 48,990
Transaction costs 11 295 1,090 21 1,417
Impairments and loan loss (reserves) recoveries, net 4,173 4,173
Loss (gain) on sales of real estate, net (175,238) (175,238)
Loss (gain) on debt extinguishments 225,157 225,157
Other expense (income), net (33) 2,454 (2,341) (482) (3,532) (3,934)
Income tax expense (benefit) (755) (755)
Government grant income 1,397 1,397
Healthpeak's share of unconsolidated joint venture NOI 1,896 814 149 9,257 12,116
Noncontrolling interests' share of consolidated joint venture NOI (99) (12,695) (12,794)
Equity loss (income) from unconsolidated JVs (18) (328) (639) (1,205) (2,190)
Portfolio NOI $ 269,073 $ 207,846 $ 49,043 $ 9,257 $ $ 535,219
Adjustment to NOI (24,176) (3,926) 1,246 85 (26,771)
Portfolio Cash (Adjusted) NOI $ 244,897 $ 203,920 $ 50,289 $ 9,342 $ $ 508,448
Interest Income 25,121 25,121
Portfolio Income $ 244,897 $ 203,920 $ 50,289 $ 34,463 $ $ 533,569
Interest income (25,121) (25,121)
Adjustment to NOI 24,176 3,926 (1,246) (85) 26,771
Non-SS Portfolio NOI (42,923) (32,199) 994 (9,257) (83,385)
SS Portfolio NOI(1) $ 226,150 $ 175,647 $ 50,037 $ $ $ 451,834
Non-cash adjustment to SS Portfolio NOI (18,593) (4,417) 1,210 (21,800)
SS Portfolio Cash (Adjusted) NOI(1) $ 207,557 $ 171,230 $ 51,247 $ $ $ 430,034

______________________________________

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

Reconciliations
In thousands
Healthpeak's Share of Unconsolidated Joint Venture's NOI
---

Total Portfolio

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Equity income (loss) from unconsolidated JV $ 867 $ 2,327 $ 1,583 $ 2,084 $ 382
Depreciation and amortization 2,868 4,722 5,041 5,135 5,210
General and administrative 38 25 6 30 71
Loss (gain) on sales of real estate, net (474) (890) 329 (210) 150
Other expense (income), net 3,633 (371) (130) (1,067) (592)
Income tax expense (benefit) (476) (696) (451) 47 88
Healthpeak's Share of unconsolidated JVs NOI $ 6,456 $ 5,117 $ 6,378 $ 6,019 $ 5,309

Life Science

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Equity income (loss) from unconsolidated JV $ 111 $ 630 $ 470 $ 966 $ 148
Depreciation and amortization 730 811 754 760 776
Other expense (income), net 143 (383) (257) (778) (140)
Healthpeak's Share of unconsolidated JVs NOI $ 984 $ 1,058 $ 967 $ 948 $ 784

Medical Office

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Equity income (loss) from unconsolidated JV $ 137 $ 220 $ 245 $ 200 $ 211
Depreciation and amortization 237 207 228 221 226
General and administrative 13 3 4 7 17
Loss (gain) on sales of real estate, net (17) (2)
Other expense (income), net (5)
Income tax expense (benefit) 6 2 7 7 6
Healthpeak's Share of unconsolidated JVs NOI $ 393 $ 432 $ 462 $ 433 $ 460
Reconciliations
---
In thousands

CCRC

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Equity income (loss) from unconsolidated JV $ 639 $ 845 $ $ 539 $
Loss (gain) on sales of real estate, net (474) (890) 346 (208) 150
Other expense (income), net 42 13 1 2 (150)
Healthpeak's Share of unconsolidated JVs NOI $ 207 $ (32) $ 347 $ 333 $

Other

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Equity income (loss) from unconsolidated JV $ (20) $ 632 $ 868 $ 379 $ 23
Depreciation and amortization 1,901 3,704 4,059 4,154 4,208
General and administrative 25 22 2 23 54
Other expense (income), net 3,448 (1) 131 (291) (302)
Income tax expense (benefit) (482) (698) (458) 40 82
Healthpeak's Share of unconsolidated JVs NOI $ 4,872 $ 3,659 $ 4,602 $ 4,305 $ 4,065
Reconciliations
---
In thousands
Healthpeak's Share of Unconsolidated Joint Venture's NOI
---

For the six months ended June 30, 2022

Life Science Medical Office CCRC Other Corporate Non-segment Total
Equity income (loss) from unconsolidated JV $ 1,114 $ 411 $ 539 $ 402 $ $ 2,466
Depreciation and amortization 1,537 447 8,362 10,346
General and administrative 24 77 101
Loss (gain) on sales of real estate, net (2) (58) (60)
Other expense (income), net (918) (148) (593) (1,659)
Income tax expense (benefit) 12 122 134
Healthpeak's Share of unconsolidated JVs NOI $ 1,733 $ 892 $ 333 $ 8,370 $ $ 11,328

For the six months ended June 30, 2021

Life Science Medical Office CCRC Other Corporate Non-segment Total
Equity income (loss) from unconsolidated JV $ 18 $ 328 $ 639 $ 1,205 $ $ 2,190
Depreciation and amortization 1,458 449 5,411 7,318
General and administrative 1 25 178 204
Loss (gain) on sales of real estate, net (474) (474)
Other expense (income), net 419 1 (16) 3,423 3,827
Income tax expense (benefit) 11 (960) (949)
Healthpeak's Share of unconsolidated JVs NOI $ 1,896 $ 814 $ 149 $ 9,257 $ $ 12,116
Reconciliations
---
In thousands
Noncontrolling Interests' Share of Consolidated Joint Venture's NOI
---

Total Portfolio

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations attributable to noncontrolling interest $ 3,535 $ 7,195 $ 3,815 $ 3,730 $ 3,955
Gain on sales of real estate, net (92) (3,385) 76 (12)
Depreciation and amortization 4,928 4,790 4,768 4,693 4,710
Other expense (income), net 228 105 74 195 (26)
Dividends attributable to noncontrolling interest (2,272) (2,353) (2,382) (2,350) (2,379)
Noncontrolling interests' share of consolidated JVs NOI $ 6,327 $ 6,352 $ 6,351 $ 6,256 $ 6,260

Life Science

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations attributable to noncontrolling interest $ 937 $ 929 $ 956 $ 916 $ 946
Depreciation and amortization 26 27 25 20 25
Other expense (income), net 23 4 3 2
Dividends attributable to noncontrolling interest (932) (903) (932) (901) (930)
Noncontrolling interests' share of consolidated JVs NOI $ 54 $ 57 $ 49 $ 38 $ 43

Medical Office

Three Months Ended
June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022
Income (loss) from continuing operations attributable to noncontrolling interest $ 2,598 $ 6,266 $ 2,859 $ 2,814 $ 3,009
Gain on sales of real estate, net (92) (3,385) 76 (12)
Depreciation and amortization 4,902 4,763 4,743 4,673 4,685
Other expense (income), net 205 101 74 192 (28)
Dividends attributable to noncontrolling interest (1,340) (1,450) (1,450) (1,449) (1,449)
Noncontrolling interests' share of consolidated JVs NOI $ 6,273 $ 6,295 $ 6,302 $ 6,218 $ 6,217
Reconciliations
---
In thousands
Noncontrolling Interests' Share of Consolidated Joint Venture's NOI
---

For the six months ended June 30, 2022

Life Science Medical Office CCRC Other Corporate Non-segment Total
Income (loss) from continuing operations attributable to noncontrolling interest $ 1,862 $ 5,823 $ $ $ $ 7,685
Gain on sales of real estate, net (12) (12)
Depreciation and amortization 46 9,358 9,404
Other expense (income), net 5 164 169
Dividends attributable to noncontrolling interest (1,832) (2,898) (4,730)
Noncontrolling interests' share of consolidated JVs NOI $ 81 $ 12,435 $ $ $ $ 12,516

For the six months ended June 30, 2021

Life Science Medical Office CCRC Other Corporate Non-segment Total
Income (loss) from continuing operations attributable to noncontrolling interest $ 1,841 $ 5,000 $ $ $ $ 6,841
Gain on sales of real estate, net (92) (92)
Depreciation and amortization 51 9,758 9,809
Other expense (income), net 42 489 531
Dividends attributable to noncontrolling interest (1,835) (2,460) (4,295)
Noncontrolling interests' share of consolidated JVs NOI $ 99 $ 12,695 $ $ $ $ 12,794
Reconciliations
---
In thousands
CCRC Pro Forma Portfolio Real Estate Revenues and NOI(1)
---
Pro Forma SS Portfolio Real Estate Revenues Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Real Estate Revenues - SS(2) $ 117,395 $ 119,037 $ 118,868 $ 128,112 $ 125,569
Pro forma adjustments to exclude government grants (87) (15) (6,552) (209)
Pro forma Portfolio Real Estate Revenues - SS(3) $ 117,308 $ 119,022 $ 118,868 $ 121,560 $ 125,360
Pro Forma SS Portfolio Cash Real Estate Revenues Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Cash Real Estate Revenues - SS(2) $ 117,395 $ 119,037 $ 118,868 $ 128,112 $ 125,569
Pro forma adjustments to exclude government grants (87) (15) (6,552) (209)
Pro forma Portfolio Cash Real Estate Revenues - SS(3) $ 117,308 $ 119,022 $ 118,868 $ 121,560 $ 125,360
Pro Forma SS Portfolio NOI Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
SS Portfolio NOI(4) $ 23,029 $ 20,632 $ 23,148 $ 30,714 $ 23,735
Pro forma adjustment to exclude government grants (87) (15) (6,552) (209)
Pro forma SS Portfolio NOI(3) $ 22,942 $ 20,617 $ 23,148 $ 24,162 $ 23,526
Pro Forma SS Portfolio Cash (Adjusted) NOI Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
SS Portfolio Cash (Adjusted) NOI(4) $ 24,238 $ 21,356 $ 24,691 $ 30,714 $ 23,735
Pro forma adjustment to exclude government grants (87) (15) (6,552) (209)
Pro forma SS Portfolio Cash (Adjusted) NOI(3) $ 24,151 $ 21,341 $ 24,691 $ 24,162 $ 23,526

______________________________________

(1)May not foot due to rounding.

(2)See page 13 and 14 of this document for a reconciliation of Portfolio Real Estate Revenues - SS and Portfolio Cash Real Estate Revenues - SS.

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

(4)See page 21 through 24 of this document for a reconciliation of SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI.

Reconciliations
In thousands, except per month data REVPOR CCRC(1)
---
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
REVPOR CCRC June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Cash Real Estate Revenues(2) $ 119,824 $ 119,037 $ 118,868 $ 128,445 $ 125,569
Other adjustments to REVPOR CCRC(3) (2,429) (333)
REVPOR CCRC revenues $ 117,395 $ 119,037 $ 118,868 $ 128,112 $ 125,569
Average occupied units/month 5,906 5,910 5,852 5,939 5,952
REVPOR CCRC per month(4) $ 6,626 $ 6,714 $ 6,770 $ 7,190 $ 7,032
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
REVPOR CCRC excluding NREF Amortization June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
REVPOR CCRC revenues $ 117,395 $ 119,037 $ 118,868 $ 128,112 $ 125,569
NREF Amortization 18,415 18,900 19,745 18,957 19,444
Other Adjustments to NREF Amortization(5) (299)
REVPOR CCRC revenues excluding NREF Amortization $ 99,279 $ 100,137 $ 99,123 $ 109,155 $ 106,125
Average occupied units/month 5,906 5,910 5,852 5,939 5,952
REVPOR CCRC excluding NREF Amortization per month(4) $ 5,604 $ 5,648 $ 5,646 $ 6,126 $ 5,943
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
SS REVPOR CCRC June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
SS REVPOR CCRC revenues(6) $ 117,395 $ 119,037 $ 118,868 $ 128,112 $ 125,569
SS average occupied units/month 5,906 5,910 5,852 5,939 5,952
SS REVPOR CCRC per month(4) $ 6,626 $ 6,714 $ 6,770 $ 7,190 $ 7,032
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
SS REVPOR CCRC excluding NREF Amortization June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
SS REVPOR CCRC revenues(6) $ 117,395 $ 119,037 $ 118,868 $ 128,112 $ 125,569
NREF Amortization 18,415 18,900 19,745 18,957 19,444
Other Adjustments to NREF Amortization(5) (299)
SS REVPOR CCRC revenues excluding NREF Amortization $ 99,279 $ 100,137 $ 99,123 $ 109,155 $ 106,125
SS Average occupied units/month 5,906 5,910 5,852 5,939 5,952
SS REVPOR CCRC excluding NREF Amortization per month(4) $ 5,604 $ 5,648 $ 5,646 $ 6,126 $ 5,943
Reconciliations
---
In thousands, except per month data Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
PRO FORMA SS REVPOR CCRC June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Pro Forma SS REVPOR CCRC revenues(7) $ 117,308 $ 119,022 $ 118,868 $ 121,560 $ 125,360
SS average occupied units/month 5,906 5,910 5,852 5,939 5,952
SS REVPOR CCRC per month(4) $ 6,621 $ 6,713 $ 6,770 $ 6,822 $ 7,020
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
PRO FORMA SS REVPOR CCRC excluding NREF Amortization June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Pro Forma SS REVPOR CCRC revenues(7) $ 117,308 $ 119,022 $ 118,868 $ 121,560 $ 125,360
NREF Amortization 18,415 18,900 19,745 18,957 19,444
Other Adjustments to NREF Amortization(5) (299)
SS REVPOR CCRC revenues excluding NREF Amortization $ 99,192 $ 100,122 $ 99,123 $ 102,603 $ 105,916
Average occupied units/month 5,906 5,910 5,852 5,939 5,952
SS REVPOR CCRC excluding NREF Amortization per month(4) $ 5,599 $ 5,647 $ 5,646 $ 5,758 $ 5,931

_____________________________________

(1)May not foot due to rounding.

(2)See page 13 and 14 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.

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

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

(5)Includes NREF amortization from facilities that have sold.

(6)See page 13 and 14 of this document for a reconciliation of Portfolio Cash Real Estate Revenues - SS.

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

Reconciliations
In thousands Other Pro Forma Portfolio Real Estate Revenues and NOI(1)
--- Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
Pro Forma Portfolio Real Estate Revenues June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Real Estate Revenues(2) $ 17,323 $ 17,109 $ 17,972 $ 18,360 $ 18,215
Pro forma adjustments to exclude government grants (583) (739) (315)
Pro forma Portfolio Real Estate Revenues(3) $ 16,740 $ 17,109 $ 17,232 $ 18,045 $ 18,215
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
Pro Forma Portfolio Cash Real Estate Revenues June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Cash Real Estate Revenues(2) $ 17,329 $ 17,121 $ 17,968 $ 18,383 $ 18,301
Pro forma adjustments to exclude government grants (583) (739) (315)
Pro forma Portfolio Cash Real Estate Revenues(3) $ 16,747 $ 17,121 $ 17,228 $ 18,067 $ 18,301
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
Pro Forma Portfolio NOI June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio NOI(4) $ 4,872 $ 3,672 $ 4,602 $ 4,305 $ 4,065
Pro forma adjustments to exclude government grants (583) (739) (315)
Pro forma Portfolio NOI(3) $ 4,289 $ 3,672 $ 3,863 $ 3,990 $ 4,065
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
Pro Forma Portfolio Cash (Adjusted) NOI June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Cash (Adjusted) NOI(4) $ 4,845 $ 3,572 $ 4,570 $ 4,297 $ 4,119
Pro forma adjustments to exclude government grants (583) (739) (315)
Pro forma Portfolio Cash (Adjusted) NOI(3) $ 4,262 $ 3,572 $ 3,831 $ 3,981 $ 4,119

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(1)May not foot due to rounding.

(2)See page 13 and 14 of this document for a reconciliation of Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues.

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

(4)See page 21 through 24 of this document for a reconciliation of Portfolio NOI and Portfolio Cash (Adjusted) NOI.

Reconciliations
In thousands REVPOR Other(1)
--- Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
REVPOR Other June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
Portfolio Cash Real Estate Revenues(2) $ 17,329 $ 17,121 $ 17,968 $ 18,383 $ 18,301
Other adjustments to REVPOR Other(3) (3,460) (3,509) (3,863) (2,201) (2,280)
REVPOR Other revenues $ 13,870 $ 13,612 $ 14,105 $ 16,182 $ 16,021
Average occupied units/month 1,104 1,134 1,142 1,261 1,261
REVPOR Other per month(4) $ 4,186 $ 4,000 $ 4,118 $ 4,278 $ 4,234
Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
Pro Forma REVPOR Other June 30,<br>2021 September 30,<br>2021 December 31,<br>2021 March 31,<br>2022 June 30,<br>2022
REVPOR Other revenues $ 13,870 $ 13,612 $ 14,105 $ 16,182 $ 16,021
Pro Forma adjustments to REVPOR Other(5) (490) (532) (258)
Pro Forma REVPOR Other revenues $ 13,380 $ 13,612 $ 13,573 $ 15,923 $ 16,021
Average occupied units/month 1,104 1,134 1,142 1,261 1,261
Pro Forma REVPOR Other per month(4) $ 4,038 $ 4,000 $ 3,963 $ 4,210 $ 4,234

______________________________________

(1)May not foot due to rounding.

(2)See page 13 and 14 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.

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

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

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

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

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Revenues:
Rental and related revenues $ $ 1,613 $ $ 6,841
Resident fees and services 2,825 30,273 5,480 103,270
Total revenues 2,825 31,886 5,480 110,111
Costs and expenses:
Interest expense 1,177 3,853
Operating 2,442 33,647 5,116 105,165
Transaction costs 76
Impairments and loan loss reserves (recoveries), net 10,995 10,995
Total costs and expenses 2,442 45,819 5,116 120,089
Other income (expense):
Gain (loss) on sales of real estate, net 2,563 122,238 2,492 381,900
Other income (expense), net 16 128 19 6,012
Total other income (expense), net 2,579 122,366 2,511 387,912
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 2,962 108,433 2,875 377,934
Income tax benefit (expense) 30 302 370 1,124
Equity income (loss) from unconsolidated joint ventures 5,225 64 4,910
Income (loss) from discontinued operations $ 2,992 $ 113,960 $ 3,309 $ 383,968 37
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