Healthpeak Properties (DOC) 10-K risk factor changes: FY2021 vs FY2020

The [removed: COVID-19] [added: Covid] pandemic and health and safety measures intended to reduce its spread have adversely affected, and may continue to adversely affect, our business, results of operations and financial condition.

[removed: Global] [added: Beginning in 2020, global] health concerns and efforts to reduce the spread of [removed: COVID-19] [added: Covid] resulted in travel bans, quarantines, “shelter-in-place” and similar orders restricting the activities of individuals outside of their homes, as well as business limitations and shutdowns of businesses deemed “non-essential.” Although [removed: some] [added: many] of these restrictions have been lifted or scaled [removed: back,] [added: back over time,] ongoing resurgences of [removed: COVID-19] [added: Covid] infections, including [added: due to] new [removed: strains,] [added: and more contagious variants,] have resulted in the re-imposition of certain restrictions and may lead to other restrictions being re-implemented to reduce the spread of [removed: COVID-19.][added: Covid.]

[removed: Within our SHOP and CCRC properties, average occupancy declined from 83.2% and 85.6%, respectively, for the year ended December 31, 2019, to 75.3% and 81.4%, respectively, for the year ended December 31, 2020 and we expect occupancy rates will continue to decline for at least the duration of the COVID-19 pandemic due to] [added: Recent surges in Covid case levels may result in] a reduction in, or in some cases prohibitions on, new tenant [removed: move-ins due to “shelter-in-place” and local health department orders,] [added: move-ins,] stricter move-in criteria, lower inquiry volumes, and reduced in-person tours, as well as incidences of [removed: COVID-19] [added: Covid] outbreaks at our facilities or the perception that outbreaks may occur.

These outbreaks could cause significant reputational harm to us and our operators [removed: and could] [added: and, for an extended period,] adversely [removed: affect] [added: affected] demand for senior [removed: housing for an extended period.][added: housing.]

Our senior housing property operators are also facing material cost increases as a result of higher staffing hours and [removed: compensation, as well as increased usage] [added: compensation] and [removed: inventory] [added: higher overall levels] of [removed: critical medical supplies and personal protective equipment.][added: inflation.]

At our [removed: SHOP and] CCRC [removed: facilities,] [added: facilities and the facilities in our SWF SH JV,] we bear these material cost increases.

[removed: We temporarily suspended development and redevelopment projects in] [added: In 2020,] the [removed: greater San Francisco] [added: pandemic adversely impacted certain development, redevelopment] and [removed: Boston areas] [added: tenant improvement projects] as a result of the “shelter-in-place” orders and local, state and federal directives.

[removed: During the second quarter of 2020,] [added: At that time,] we implemented a deferred rent program primarily for May and June 2020 that was limited to certain non-health system and non-hospital tenants in good standing, which resulted in reduced cash flow in the periods in which such deferrals were granted, but increased our cash flow in the period in which such deferrals were repaid.

The [removed: COVID-19] [added: Covid] pandemic subjects our business and the businesses of our [removed: tenants and] [added: tenants,] operators [added: and borrowers] to various risks and uncertainties that have [removed: significantly] adversely affected and could materially adversely affect our business, results of operations and financial condition for at least the pendency of the [removed: COVID-19] [added: Covid] pandemic and possibly longer, including the following:

- [added: any] rent deferrals or delays in rent commencement [removed: for tenants] [added: that we] may [added: grant to tenants, which could] result in a significant decrease in our cash receipts during the period of the deferrals;

- material cost increases at our [removed: SHOP and] CCRC [removed: facilities,] [added: facilities and the facilities in our SWF SH JV,] for which we are responsible;

- the complete or partial closures of, or other operational issues at, one or more of our properties resulting from government action or directives, which may intensify the risk of rent deferrals or non-payment of contractual obligations by our [removed: tenants] [added: tenants, operators,] or [removed: operators;][added: borrowers;]

- the impact on our results of operations and financial condition resulting from (i) [added: delays or increased costs caused by a shortage of construction materials or labor, or] suspensions or delays in development and redevelopment activities and tenant improvement projects, including due to local, state and federal orders or guidelines, delays or increased costs caused by slow-downs in construction as a result of implementing social distancing and other health and safety protocols, [removed: or delays or increased costs caused by a shortage of construction materials or labor,] as well as potential postponement of rent commencement dates due to delays in tenant improvement projects, and (ii) a decrease in acquisitions and dispositions of properties compared to historical levels;

- reduced valuations for properties in our portfolio that we wish to sell, and potential delayed transaction [added: and due diligence] timing due to government delays or government mandated [removed: COVID-related] [added: Covid-related] access restrictions;

- the impact on our [removed: tenants or] [added: tenants,] operators, [added: or borrowers,] particularly in our senior housing portfolio, of lawsuits related to [removed: COVID-19] [added: Covid] outbreaks that have occurred or may occur at our properties and the potential that insurance coverage may not be sufficient to cover any potential losses;

- significant expenses likely to be incurred [removed: in connection with our pursuit] [added: if we pursue] of creditor rights resulting from [removed: operator] [added: operator, tenant,] and [removed: tenant] [added: borrower] defaults and insolvency;

- a potential downgrade of our issuer and long-term credit [removed: rating following the change in our outlook from “stable” to “negative” by Moody’s,] [added: rating,] which could increase our cost of capital and any future debt financing;

- the likelihood that conditions related to the [removed: COVID-19] [added: Covid] pandemic may require us to recognize additional impairments of long-lived assets or credit losses related to loans receivable;

- the impact of negative or adverse publicity associated with [removed: COVID] [added: Covid] outbreaks at our [removed: senior housing communities,] [added: CCRC properties or] the [added: properties in our SWF SH JV, the] cost of responding to such adverse publicity and the potential for heightened regulatory scrutiny caused by it;

- [removed: the] [added: a] deterioration of state and local economic conditions and job losses, particularly in San Francisco, San Diego and Boston, which may decrease demand for and occupancy levels at our life science properties and cause our rental rates and property values to be negatively impacted; and

The impact of the [removed: COVID-19] [added: Covid] pandemic on our [removed: SHOP and] CCRC properties [added: and the properties owned by our SWF SH JV, all of which are] managed in RIDEA [removed: structures] [added: structures,] has had and may continue to have a more significant impact on our results of operations on a relative basis because we receive cash flow from the operations of the [removed: property] [added: properties] (as compared to [removed: only] receiving [added: only] contractual rent from [removed: a third-party tenant-operator] [added: third party tenant-operators] under [removed: a] [added: the senior housing] triple-net [removed: lease structure),] [added: portfolio that we disposed of, as described above under “Item 1—Business—General Overview”),] and we also bear all operational risks and liabilities associated with the operation of those properties, other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct.

Accordingly, impacts from the [removed: COVID-19] [added: Covid] pandemic directly affecting our [removed: SHOP and] CCRC [removed: properties,] [added: properties and the properties owned by our SWF SH JV,] including lower net operating income caused by decreased revenues that may result from declines in occupancy or otherwise, and increased expenses, [removed: has] [added: have] had and [removed: is] [added: are] expected to continue to have a [removed: more] direct and immediate impact on our results of [removed: operations than such an impact affecting one of our triple-net leased properties in our senior housing portfolio.][added: operations.]

In addition, our RIDEA operators who are adversely affected by the [removed: COVID-19] [added: Covid] pandemic may request revisions to their management agreements and existing fee structures in order to reduce the amount of cash from operations that flows directly to us.

[removed: Because we bear all operational risks and liabilities related to our SHOP and CCRC properties, other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct, we] [added: We] may [added: also] be directly adversely impacted by potential lawsuits related to [removed: COVID-19] [added: Covid] outbreaks that have occurred or may occur at [removed: those] [added: our senior housing and CCRC] properties, and our insurance coverage may not be sufficient to cover any potential losses.

Additionally, the [removed: COVID-19] [added: Covid] pandemic could increase the magnitude of many of the other risks described herein and elsewhere in this Annual Report [added: and] may have other adverse effects on our operations that we are not currently able to predict.

The [removed: COVID-19] [added: Covid] pandemic has also resulted in significant volatility in the local, national and global financial markets, and we may be unable to obtain any required financing on favorable terms or on a timely basis or at all.

The extent of the impact of the [removed: COVID-19] [added: Covid] pandemic on our business and financial results will depend on future developments, [removed: including the duration, severity and spread of the pandemic,] [added: including: (i)] ongoing resurgences of [removed: COVID-19 in most states,] [added: Covid; (ii)] health and safety actions taken to contain its [removed: spread,] [added: spread; (iii)] the availability, effectiveness and public usage and acceptance of [removed: vaccines,] [added: vaccines] and [added: treatments; and (iv)] how quickly and to what extent normal economic and operating conditions can resume within the markets in which we operate, each of which are highly uncertain at this time and outside of our control.

Even after the [removed: COVID-19] [added: Covid] pandemic subsides, we may continue to experience adverse impacts to our business and financial results [removed: as a result] [added: because] of its national and global economic [removed: impact.][added: impact and any permanent changes in traditional economic patterns and arrangements.]

The [removed: continued] [added: Covid pandemic could have a material] adverse impact [removed: of the COVID-19 pandemic] on our business, results of operations and financial [removed: condition could be material.][added: condition.]

We assume operational risks with respect to our [removed: SHOP] [added: senior housing] properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations and financial condition.

As the owner of [removed: a property] [added: properties] under a RIDEA structure, our TRS is ultimately responsible for all operational risks and other liabilities of the [removed: property,] [added: properties,] other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct.

Operational risks include, and our resulting revenues therefore depend on, among other things: (i) occupancy rates; (ii) the entrance fees and rental rates charged to residents; (iii) [removed: Medicare and Medicaid] [added: the requirements of, or changes to, governmental] reimbursement [removed: rates,] [added: programs such as Medicare or Medicaid,] to the extent [removed: applicable;] [added: applicable, including changes to reimbursement rates;] (iv) our operators’ reputations and ability to attract and retain residents; (v) general economic conditions and market factors that impact [removed: seniors] [added: seniors,] which may be exacerbated by the [removed: COVID-19] [added: Covid] pandemic, including [removed: the ongoing economic downturn and high unemployment rates;] [added: general inflationary pressures;] (vi) competition from other senior housing providers; (vii) compliance with federal, state, local and industry-regulated licensure, certification and inspection laws, regulations and standards; (viii) litigation involving our properties or residents/patients, including [removed: but not limited to] litigation related to [removed: COVID-19;] [added: Covid;] (ix) the availability and cost of general and professional liability insurance coverage or increases in insurance policy deductibles; and (x) the ability to control operating expenses, which have increased and may continue to increase due to the [removed: COVID-19] [added: Covid] pandemic.

As a result, we have limited rights to direct or influence the business or operations of our properties in the [removed: SHOP] [added: CCRC] segment and [added: in the properties owned by our SWF SH JV, and] we depend on our operators to operate these properties in a manner that complies with applicable law, minimizes legal risk and maximizes the value of our investment.

Decreases in our tenants’, operators’ or borrowers’ revenues, or increases in their expenses, could affect their ability to meet their financial and other contractual obligations to us, and could result in amendments to these obligations that have a material adverse effect on our results of operations and financial [removed: condition.][added: condition.]

We have limited control over the success or failure of our tenants’, operators’ and borrowers’ businesses, regardless of whether our relationship is structured as a triple-net lease, a RIDEA lease or as a lender to our [removed: tenants.][added: borrowers.]

Any of our [removed: triple-net] tenants or [added: our] operators under a RIDEA structure may experience a downturn in their business that materially weakens their financial condition.

For example, [added: (i)] our [removed: triple-net tenants and] operators under a RIDEA structure [removed: have] [added: and certain of our tenants in our medical office portfolio] experienced a significant downturn in their businesses due to the [removed: COVID-19] [added: Covid] pandemic, including as a result of interruptions in their operations, lost revenues, increased costs, financing difficulties and labor [removed: shortages.][added: shortages, and (ii) our tenants in the life science industry face various risks to their businesses, as discussed below under “—Our tenants in the life science industry face high levels of regulation, funding requirements, expense and uncertainty.” As a result, our tenants, operators and borrowers may be unable or unwilling to make payments or perform their obligations when due.]

Our [removed: senior housing tenants] [added: CCRC segment] and our [removed: SHOP segment] [added: SWF SH JV, all of which are] under a RIDEA [removed: structure] [added: structure,] primarily depend on private sources for their revenues and the ability of their patients and residents to pay fees.

Accordingly, our [removed: tenants and] operators of [removed: our SHOP segments] [added: these properties] depend on attracting seniors with appropriate levels of income and assets, which may be affected by many factors, including: (i) prevailing economic and market trends, including [removed: the ongoing economic downturn and high unemployment rates;] [added: general inflationary pressures;] (ii) consumer confidence; (iii) demographics; (iv) property condition and safety; (v) public perception about such properties; and (vi) social and environmental factors.

Consequently, if our [removed: tenants or] operators [removed: on our behalf] fail to effectively conduct [removed: their operations,] [added: operations on our behalf,] or to maintain and improve our properties, it could adversely affect our business reputation as the owner of the properties, as well as the business reputation of our [removed: tenants or] operators and their ability to attract and retain patients and residents in our properties, which could have a [removed: materially] [added: material] adverse effect on our and our [removed: tenant’s or operator’s] [added: operators’] business, results of operations and financial condition.

Moreover, as individuals and businesses have adapted to the regulatory and market challenges arising from the pandemic, some potentially permanent changes in traditional economic patterns and arrangements have occurred.

For a description of certain of these changes, see “Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations—Covid Update.” As a result of these regulatory requirements and adaptations to the “new normal,” the ability of our tenants, operators and borrowers to conduct their normal businesses operations, to operate profitably and to comply with their rent and other financial obligations to us have in some cases been, or may in the future be, adversely affected.

Within our CCRC properties and the properties in our SWF SH JV, average occupancy declined from 85.6% and 88.7%, respectively, for the year ended December 31, 2019, to 79.1% and 72.7%, respectively, for the year ended December 31, 2021.

In addition, a lack of available staffing resources at our CCRC properties and the properties in our SWF SH JV, including due to labor shortages or outbreaks among the existing staff, could result in admission restrictions or reduced demand if facilities are perceived as understaffed.

Our senior housing borrowers are facing the same impacts of Covid, which could impact their ability to meet their financial and other contractual obligations to us.

Although these development, redevelopment and tenant improvement projects resumed in 2020 and continued as planned in 2021 with infection control protocols in place, the pandemic, including labor and supply chain disruptions and/or other economic conditions caused by the pandemic, could adversely impact the scheduled completion and/or cost of these projects.

We did not offer any rent deferrals in 2021, but if new outbreaks or other conditions result in a similar negative impact on our tenants, we may consider implementation of another deferred rent program for future periods.

New leasing slowed down during the government-mandated shutdown in 2020 and returned to normal levels in 2021; new outbreaks or other conditions could result in another slowdown in new leasing.

In addition, any reinstatement of restrictions on our tenants’ procedures and continuing restrictions on patient visitation could impact our tenants’ ability to meet their obligations to us as well as our parking income in our medical office portfolio.

- the likelihood that we will amend existing loan agreements with our senior housing borrowers, which would have an adverse effect on our revenues and results of operations;

See “—Our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs could subject us to disruptive government and financial audits and investigations, regulatory enforcement actions, civil litigation, and other claims, penalties, and liabilities” below for risks regarding our CARES Act participation.

Our healthcare property development, redevelopment, and tenant improvement projects could be canceled, abandoned, or delayed, or, if completed, fail to perform in accordance with expectations, including as a result of the following possibilities:

- we may not proceed with a development or redevelopment project if we are unable to obtain debt and/or equity financing on favorable terms or at all, or if we do not otherwise have the liquidity we deem necessary or appropriate for the project;

- a project may be abandoned after expending significant resources, including due to: (i) legal and regulatory hurdles, including moratoriums on development and redevelopment activities (such as the potential moratorium on office and laboratory buildings in the Alewife submarket of Boston, Massachusetts that the Alewife City Council is considering) or the failure to obtain necessary zoning, entitlements and permits; or (ii) changes in market and economic conditions, either of which would result in the failure to recover expenses already incurred;

- construction or other delays at a project may provide tenants the right to terminate preconstruction leases or cause us to incur additional costs, including through rent abatement;

- project costs could exceed original estimates due to, among other things: (i) increased interest rates; (ii) higher than budgeted costs for materials, transportation, environmental remediation, labor or other inputs, including those caused by a shortage of construction materials or labor; (iii) negligent construction or construction defects; (iv) damage, vandalism or accidents; (v) higher operating costs than we anticipated, including insurance premiums, utilities, real estate taxes, and costs of complying with changes in government regulations or increases in tariffs; (vi) higher requirements for capital improvements than we anticipated for development, redevelopment or tenant improvement projects, particularly in older structures; or (vii) increased costs as a result of unanticipated delay, including delays resulting from the factors noted below;

- demand for a project may decrease prior to completion due to competition or other market and economic conditions, and lease-up rates, rental rates, lease commencement dates and occupancy levels at a development or redevelopment project may fail to meet expectations;

- tenants that have pre-leased at a project may file for bankruptcy or become insolvent, or otherwise elect to terminate their lease prior to delivery; and

- a project may have defects that we do not discover through the inspection processes, including latent defects not discovered until after we put a property in service.

If a tenant’s products fail to obtain regulatory approvals, a tenant’s business would be adversely affected or could fail;

If our tenants’ businesses fail, or if our tenants fail to make their rent payments to us, we would need to secure replacement tenants.

See “—We may have difficulty identifying and securing replacement tenants or operators, and we may be required to incur substantial renovation or tenant improvement costs to make our properties suitable for them” above for risks regarding securing replacement tenants.

Similarly, a damaging hurricane in Florida could significantly impact multiple properties, which may amount to a significant portion of our CCRC portfolio.

If strong economic conditions result in increases in the Consumer Price Index in excess of the annual escalations, our growth and profitability may be limited.

However, if any tenant fails to indemnify us pursuant to the terms of its agreement with us, we would have to incur the costs that should have been covered by the tenant and to determine whether to expend additional resources to seek the contractually owed indemnity from that tenant, including potentially through litigation or arbitration.

In some instances, we may decide not to enforce our indemnification rights if we believe that enforcement of such rights would be more detrimental to our business than alternative approaches.

We may also elect to use an interim licensing structure to facilitate such transfers, which structure expedites the transfer by allowing a third party to operate under our license until the required regulatory approvals are obtained but could subject us to fines or penalties if the third party fails to comply with applicable laws and regulations and then fails to indemnify us for such fines or penalties pursuant to the terms of its agreement with us.

In many cases, these measures have limited and continue to limit the ability of our tenants, operators and borrowers to conduct their normal businesses operations and comply with their rent and other financial obligations to us and, because these restrictions may remain in place for a significant amount of time, we expect they will continue to place a substantial strain on the business operations of many of our tenants, operators and borrowers.

Our operators also temporarily suspended development and redevelopment across our senior housing portfolio for the same reasons around the end of the first quarter of 2020, except for certain life safety and essential projects.

Although these development and redevelopment projects restarted with infection control protocols in place, future local, state or federal orders could cause us to re-suspend the work.

Furthermore, construction workers are following applicable guidelines, including appropriate social distancing, limitations on large group gatherings in close proximity, and increased sanitation efforts, which has slowed the pace of construction.

These protective actions do not, however, eliminate the risk that outbreaks caused or spread by such activities may occur and impact our tenants, operators and residents.

In addition, our planned dispositions may not occur within the expected time or at all because of buyer terminations or withdrawals related to the pandemic, capital constraints or other factors relating to the pandemic.

We may also implement deferred rent programs for future periods.

In 2020, we experienced a slowdown in new leasing during the government-mandated shutdown.

We expect that overall leasing activity will be negatively impacted through the duration of the COVID-19 pandemic.

Within our life science portfolio, we may experience a decline in new leasing activity due to the COVID-19 pandemic.

In addition, as a result of governmental restrictions on business activities, particularly in the greater San Francisco and Boston areas, we temporarily suspended development, redevelopment and tenant improvement projects at many of our life science properties around the end of the first quarter of 2020.

Although we were able to restart these projects, future governmental restrictions may re-suspend them or suspend others.

We are also experiencing time delays with our development, redevelopment, and tenant improvement projects due to the implementation of health and safety protocols related to social distancing and proper hygiene and sanitization.

- any possession taken of our properties, in whole or in part, by governmental authorities for public purposes in eminent domain proceedings or any government mandate or action that requires the use of our properties for the care and treatment of patients suffering from COVID-19;

- the impact on our business if our executive officers, management team or a significant percentage of our employees are unable to continue to work because of illness caused by COVID-19, as well as the significant time and attention devoted by our management team to monitor the COVID-19 pandemic and seek to mitigate its effect on our business;

For example, increased operating expenses at our SHOP and CCRC properties, including due to labor shortages, as well as increased screening and protective measures intended to prevent an outbreak and/or slow the spread of a COVID-19 outbreak, has adversely affected and is expected to continue to adversely affect the cash flow from operations we receive from the affected properties.

The same factors may also affect our triple net lease tenants and may limit their ability to pay the contractual rent when due.

As a result, they may be unable or unwilling to make payments or perform their obligations when due.

Additionally, we lease many of our properties to healthcare providers who provide long-term custodial care to the elderly.

Evicting operators for failure to pay rent while the property is occupied typically involves specific procedural or regulatory requirements and may not be successful.

Even if eviction is possible, we may determine not to do so due to reputational or other risks.

Bankruptcy or insolvency proceedings typically also result in increased costs to the operator, significant management distraction and performance declines.

Large-scale, ground-up, healthcare property development presents additional risks for us, including risks that:

- a development opportunity may be abandoned after expending significant resources resulting in the loss of deposits or failure to recover expenses already incurred;

- the development and construction costs of a project exceed original estimates due to increased interest rates, higher costs relating to materials, transportation, labor, leasing, negligent construction or construction defects, damage, vandalism or accidents, among others, and increased costs as a result of COVID-19 related delays and/or pressure on supply chains, which could make the completion of the development project less profitable;

- demand for the new project may decrease prior to completion, due to competition or otherwise, and occupancy rates and rents at a newly completed property may not meet expected levels and could be insufficient to make the property profitable.

If we are unable to find a suitable replacement tenant or operator upon favorable terms, or at all, we may take possession of a property, which could expose us to successor liability, require us to indemnify subsequent operators to whom we transfer the operating rights and licenses, or require us to spend substantial time and funds to preserve the value of the property and adapt the property to other uses, all of which could have a material adverse effect of our business, results of operations and financial condition.

In addition, the pace and unpredictability of cyber threats generally quickly renders long-term implementation plans designed to address cybersecurity risks obsolete.

Any outbreak of COVID-19 or other epidemic among our executive management, senior leaders or other personnel could inhibit our ability to conduct our business, as well as our ability to recruit, attract and retain skilled employees.

- [removed: COVID-19] [added: Covid] Update

- Critical Accounting [removed: Policies][added: Estimates]

[removed: COVID-19] [added: Covid] Update

[removed: Although some of these] [added: All development, redevelopment, and tenant improvement] projects [added: that were previously delayed] have been allowed to restart with infection control protocols in place, [added: although] future local, state, or federal orders could cause [removed: us] [added: work] to [removed: re-suspend the work.][added: be suspended, and individual projects may be affected by outbreaks.]

[removed: We] [added: While a downgrade in our credit ratings would adversely impact our cost of borrowing, we believe we would continue to have access to the unsecured debt markets, and we] could also seek to enter into one or more secured debt financings, issue additional securities, including under our [removed: 2020] ATM Program (as defined below), or dispose of certain [removed: additional] assets to fund future operating costs, capital expenditures, or acquisitions, although no assurances can be made in this regard.

The impact of [removed: COVID-19] [added: Covid] on the ability of our tenants to pay rent in the future is currently unknown.

We [removed: have,] [added: have monitored,] and will continue to [removed: monitor] [added: monitor,] the credit quality of each of our tenants and [removed: write-off] [added: write off] straight-line rent and accounts receivable, as necessary.

We have taken, and will continue to take, proactive measures to provide for the well-being of our [removed: workforce.][added: employees.]

[removed: South] [added: *South] San Francisco Land [removed: Site Acquisition][added: Site*]

The acquisition site is located in South San Francisco, [removed: CA,] [added: California,] adjacent to two sites currently held by us as land for future development.

In July [removed: 2020,] [added: 2021,] we acquired one MOB in [removed: Scottsdale, Arizona,] [added: Wichita, Kansas] for [removed: $27] [added: $50] million.

[removed: We] [added: - In January 2021, we] sold [removed: 12] [added: a portfolio] of [removed: the] [added: 16 SHOP] assets for [removed: $312] [added: $230] million [removed: in December 2020] and provided the buyer with financing of [removed: $61 million on four of the assets sold.][added: $150 million.]

[removed: We received] [added: *•*In January 2021, we sold] a [removed: $35 million nonrefundable deposit upon completion] [added: portfolio] of [removed: due diligence in December 2020, sold the] 32 SHOP assets [removed: in January 2021] [added: (the “Sunrise Senior Housing Portfolio”)] for $664 [removed: million,] [added: million] and provided the buyer [removed: with] [added: with: (i)] financing of $410 [removed: million.][added: million and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures.]

[removed: The two senior housing triple-net assets are expected to sell during the first half of] [added: - In June] 2021, upon completion of the license transfer [removed: process.][added: process, we sold two Sunrise senior housing triple-net assets for $80 million.]

- In January 2021, we sold 24 senior housing assets under a triple-net lease with Brookdale [added: Senior Living Inc. (“Brookdale”)] for $510 million.

[removed: -] During the year ended December 31, [removed: 2020,] [added: 2021,] we utilized the forward provisions under the [removed: at-the-market equity offering program established in February 2019 (the “2019] ATM [removed: Program”)] [added: Program] to allow for the sale of [removed: up to] an aggregate of [removed: 2.0] [added: 9.1] million shares of our common stock at an initial weighted average net price of [removed: $35.23] [added: $35.25] per share, after commissions.

- In [removed: June 2020,] [added: November 2021,] we completed a [removed: public offering of $600] [added: green bond offering, issuing $500] million aggregate principal amount of [removed: 2.88%] [added: 2.125%] senior unsecured notes due [removed: in 2031 (the “2031 Notes”).][added: 2028.]

- [removed: During the first quarter of] [added: In January] 2021, we repurchased $112 million aggregate principal amount of our 4.25% senior unsecured notes due [removed: in] 2023, $201 million aggregate principal amount of our 4.20% senior unsecured notes due [removed: in] 2024, and $469 million aggregate principal amount of our 3.88% senior unsecured notes due [removed: in] 2024.

- At December 31, [removed: 2020,] [added: 2021,] we had [removed: five] [added: eight] life science development projects in process with an aggregate total estimated cost of [removed: $855 million.][added: $1.5 billion.]

Quarterly cash dividends paid during [removed: 2020] [added: 2021] aggregated to [removed: $1.48] [added: $1.20] per share.

On [removed: February 9, 2021,] [added: January 27, 2022,] our Board of Directors declared a quarterly cash dividend of $0.30 per common share.

The dividend will be paid on [removed: March 5, 2021] [added: February 22, 2022] to stockholders of record as of the close of business on February [removed: 22, 2021.][added: 11, 2022.]

Under the life science and medical office segments, we invest through the acquisition and development of life science facilities, MOBs, and hospitals, which generally [removed: require] [added: requires] a greater level of property management.

We have other non-reportable segments that are comprised primarily [removed: of interests in] [added: of: (i)] an [added: interest in our] unconsolidated [removed: senior housing joint venture] [added: SWF SH JV] and [added: (ii)] debt investments.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies [removed: (see] [added: in] Note 2 to the Consolidated Financial [removed: Statements).][added: Statements.]

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 [removed: expenses (which exclude transition costs);] [added: expenses;] NOI excludes all other financial statement amounts included in net income (loss) as presented in Note 16 to the Consolidated Financial Statements.

Operating expenses generally relate to leased medical office and life science properties, as well as [removed: SHOP and] CCRC facilities.

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 [removed: space)] [added: space and rental payments have commenced)] or 12 months from the acquisition date.

Properties that experience a change in reporting [removed: structure, such as a conversion from a triple-net lease to a RIDEA reporting structure,] [added: structure] are considered stabilized after 12 months in operations under a consistent reporting structure.

In addition, we present [removed: NAREIT] [added: Nareit] FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction-related items, [added: other] impairments (recoveries) [removed: of non-depreciable assets,] [added: and other] losses [removed: (gains) from the sale of non-depreciable assets,] [added: (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”).

[added: *Adjusted FFO (“AFFO”).*] AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) amortization of [removed: deferred compensation expense,] [added: stock-based compensation,] (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, [added: and] (v) [added: other AFFO adjustments, which include: (a)] amortization of acquired market lease intangibles, net, [removed: (vi)] [added: (b)] non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), [removed: (vii)] [added: (c)] actuarial reserves for insurance claims that have been incurred but not reported, and [removed: (viii)] [added: (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, [removed: AFFO: (i)] [added: AFFO] is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital [removed: improvements] [added: improvements,] and [removed: (ii)] includes [removed: lease restructure payments and] adjustments to compute our share of AFFO from our unconsolidated joint ventures.

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, [removed: (iv) severance-related expenses,] and [removed: (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our AFFO adjustment to exclude non-cash interest] [added: (iv) restructuring] and [removed: depreciation related to our investments in direct financing leases).][added: severance-related charges.]

AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in [added: accordance with GAAP.]

Comparison of the Year Ended December 31, [removed: 2020 to the Year Ended December 31, 2019 and the Year Ended December 31, 2019] [added: 2021] to the Year Ended December 31, [removed: 2018][added: 2020]

[removed: *2020] [added: *2021] and [removed: 2019*][added: 2020*]

The following table summarizes results for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019 (dollars in] [added: 2020 (in] thousands):

| | | | [removed: | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | Change | | |

| [removed: Net] [added: Net] income (loss) applicable to common [removed: shares] [added: shares] | | | [added: $] | [added: 502,271] | | [added: | | |] $ | 411,147 | | | | | $ | 43,987 | | | | | | | | | | | | | | | | | [removed: $] | [removed: 367,160] | | [added: | | | | | |]

This section generally discusses the results of our operations for the year ended December 31, 2021 compared to the year ended December 31, 2020.

For a discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019, please refer to Part II, Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 10, 2021.

- Overview of Transactions

Our tenants, operators, and borrowers have experienced significant cost increases as a result of increased health and safety measures, staffing shortages, increased governmental regulation and compliance, vaccine mandates, and other operational changes necessitated either directly or indirectly by the Covid pandemic.

We anticipate that many of these expenses will remain at these higher levels even after the pandemic passes, and may reduce margins in the business.

Senior housing facilities have been disproportionately impacted by Covid and Covid-related fatalities compared to our life science and medical office segments.

Within our CCRC properties and the properties in our SWF SH JV, average occupancy declined from 85.6% and 88.7%, respectively, for the year ended December 31, 2019, to 79.1% and 72.7%, respectively, for the year ended December 31, 2021.

Although the wide availability of the vaccine has reduced the negative impacts of the pandemic in our CCRC communities and the senior housing facilities owned by our SWF SH JV, we do not yet know the full, long-term economic impact of the Covid pandemic and whether or when occupancy and revenue will return to pre-pandemic levels.

The increase in Covid cases caused by recent variants has evidenced the fact that the course of the pandemic is highly uncertain and that unexpected surges or other factors could materially impact recovery from the pandemic, adversely disrupt operations, and/or cause significant reputational harm to us, our tenants, our operators, or our borrowers.

Labor costs in particular have increased as a result of higher staffing hours, increased hourly wages and bonuses, greater overtime, and increased usage of contract labor.

In addition, the pandemic has resulted in some potentially long-term changes in traditional economic patterns and arrangements, including that (i) seniors may not seek out senior housing at the same level that they did pre-pandemic; (ii) recent legislation that favors delivery of services at home rather than in an institutional setting could negatively impact the segment; (iii) qualified employees may view employment at senior housing facilities less attractively than they did pre-pandemic; (iv) the number of people who have not returned to the workforce could create long-term staffing shortages; (v) changing expectations around the protection required for residents in senior housing facilities may increase costs; (vi) senior housing operators are undertaking numerous adaptations in response to these changes, the success of which adaptations is uncertain; and (vii) the inflationary environment could permanently alter behavior in unpredictable ways.

We believe we remain well-positioned to navigate economic changes resulting from the pandemic, with approximately $2.2 billion of liquidity available, including $1.81 billion of borrowing capacity under our bank line of credit facility, $313 million of net proceeds expected from the future settlement of shares issued through our ATM forward contracts (as defined below), and approximately $117 million of cash and cash equivalents as of February 7, 2022.

We have implemented systems and processes that have allowed us to work effectively and efficiently in the remote environment.

The steps taken to protect our employees and afford them a safe working environment continue to evolve along with authoritative guidance on best practices.

See “Item 1A, Risk Factors” in this report for additional discussion of the risks posed by the Covid pandemic and uncertainties we and our tenants, operators, and borrowers may face as a result.

Overview of Transactions

Real Estate Investment Acquisitions

*Westview Medical Plaza*

In February 2021, we acquired one MOB in Nashville, Tennessee for $13 million.

*Pinnacle at Ridgegate*

In April 2021, we acquired one MOB in Denver, Colorado for $38 million.

*MOB Portfolio*

In April 2021, we acquired 14 MOBs for $371 million (the “MOB Portfolio”) and originated $142 million of secured mortgage debt.

*Westside Medical Plaza*

In June 2021, we acquired one MOB in Fort Lauderdale, Florida for $16 million.

*Wesley Woodlawn*

*Atlantic Health*

In July 2021, we acquired three MOBs in Morristown, New Jersey for $155 million.

*Baylor Centennial*

In September 2021, we acquired two MOBs in Dallas, Texas for $60 million.

*Concord Avenue Campus*

In September 2021, we acquired a life science campus, comprised of three buildings, in Cambridge, Massachusetts for $180 million.

*10 Fawcett*

In October 2021, we closed a life science acquisition in Cambridge, Massachusetts for $73 million.

*Vista Sorrento Phase 1*

In October 2021, we closed a life science acquisition in San Diego, California for $20 million.

*Swedish Medical*

In October 2021, we acquired one MOB in Seattle, Washington for $43 million.

*Lakeview Medical Pavilion*

- 2020 Transaction Overview

- Contractual Obligations

- Off-Balance Sheet Arrangements

- Inflation

Beginning in late 2019, a novel strain of Coronavirus (“COVID-19”) began to spread throughout the world, including the United States, ultimately being declared a pandemic by the World Health Organization.

Global health concerns and increased efforts to reduce the spread of the COVID-19 pandemic have prompted federal, state, and local governments to restrict normal daily activities, and have resulted in travel bans, quarantines, school closings, “shelter-in-place” orders requiring individuals to remain in their homes other than to conduct essential services or activities, as well as business limitations and shutdowns, which resulted in closure of many businesses deemed to be non-essential.

Although some of these restrictions have since been lifted or scaled back, certain restrictions remain in place and any future surges of COVID-19 may lead to other restrictions being re-implemented in response to efforts to reduce the spread.

In addition, our tenants, operators and borrowers are facing significant cost increases as a result of increased health and safety measures, including increased staffing demands for patient care and sanitation, as well as increased usage and inventory of critical medical supplies and personal protective equipment.

These health and safety measures, which may remain in place for a significant amount of time or be re-imposed from time to time, continue to place a substantial strain on the business operations of many of our tenants, operators, and borrowers.

*Senior Housing*

Within our SHOP and CCRC properties, occupancy rates have declined since the onset of the pandemic, a trend that may continue during the pandemic and for some period thereafter as a result of a reduction in, or in some cases prohibitions on, new tenant move-ins due to stricter move-in criteria, lower inquiry volumes, and reduced in-person tours, as well as incidences of COVID-19 outbreaks at our facilities or the perception that outbreaks may occur.

Outbreaks, which directly affect our residents and the employees at our senior housing facilities, have and could continue to materially and adversely disrupt operations, as well as cause significant reputational harm to us, our operators, and our tenants.

As of February 8, 2021, we had current confirmed resident COVID-19 cases at 85 of our 95 senior housing properties, since the beginning of the pandemic.

Our senior housing property operators are also experiencing significant cost increases as a result of higher staffing hours and compensation, the implementation of increased health and safety measures and protocols, and increased usage and inventory of critical medical supplies and personal protective equipment.

At our SHOP and CCRC facilities, we bear these significant cost increases.

We and/or our operators temporarily suspended redevelopment across our senior housing portfolio due to “shelter-in-place” orders and local, state, and federal directives, except for certain life safety and essential projects.

Other projects remain suspended and we do not know when we will be able to restart construction.

In locations where construction continues, construction workers are following applicable guidelines, including appropriate social distancing, limitations on large group gatherings in close proximity, and increased sanitation efforts, which has slowed the pace of construction.

These protective actions do not, however, eliminate the risk that outbreaks caused or spread by such activities may occur and impact our tenants, operators and residents.

In addition, our planned dispositions may not occur within the expected time or at all because of buyer terminations or withdrawals related to the pandemic, capital constraints, inability to tour properties, or other factors relating to the pandemic.

The ultimate impact of the pandemic on senior housing generally and the public perception of senior housing as a desirable residential setting depend on a number of factors that are unknown at this time, including, but not limited to: (i) the course and severity of the pandemic; (ii) responses of public and private health authorities; and (iii) the timing, distribution, and health effects of vaccines and other treatments.

*Medical Office Portfolio*

Within our medical office portfolio, many physician practices and affiliated hospitals initially delayed or discontinued nonessential surgeries and procedures due to “shelter-in-place” orders and other health and safety measures, which negatively impacted their cash flows during part of 2020.

These restrictions have now been lifted in the majority of our markets and operations are at or near pre-pandemic levels.

However, we expect that planned move-outs will be delayed during the COVID-19 pandemic, which is expected to slightly increase short-term retention in this portfolio.

We implemented a deferred rent program during the second and third quarters of 2020 that was limited to certain non-health system and non-hospital tenants in good standing, which reduced our cash collections during those months, although we required that the deferred rent be repaid ratably by the end of 2020.

Under this program, we agreed to defer approximately $6 million of rent through December 31, 2020, substantially all of which had been collected as of December 31, 2020.

We may also implement a deferred rent program for future periods.

*Life Science Portfolio*

Within our life science portfolio, we have numerous tenants that are working tirelessly to address critical research and testing needs in the fight against COVID-19.

We are focused on providing our tenants with the necessary space to complete their critical work and are in continuous contact with our tenants regarding how we can help them meet their needs.

Through December 31, 2020, we had provided approximately $1 million of rent deferrals to our life science tenants, all of which was required to be repaid by the end of 2020.

As of December 31, 2020, all of the deferred rent had been collected.

However, within our life science portfolio, we may experience a decline in leasing activity at certain points during the COVID-19 pandemic.

As a result of governmental restrictions on business activities in the greater San Francisco and Boston areas, we temporarily suspended development, redevelopment, and tenant improvement projects at many of our life science properties, resulting in delayed deliveries and project completions.

Though we have been able to continue or re-start these projects, we remain subject to future governmental restrictions that may again suspend these projects.

Even when these projects continue, we have been experiencing losses in efficiency as a result of the implementation of health and safety protocols related to social distancing and proper hygiene and sanitization.

*Liquidity*

We believe that we are well positioned to manage the short-term and long-term impacts of the COVID-19 pandemic and the measures to slow its spread while working closely with our tenants, operators, and borrowers as they navigate the pandemic.

We had approximately $2.51 billion of liquidity available, including $2.26 billion borrowing capacity under our bank line of credit facility and $259 million of cash and cash equivalents, as of February 8, 2021.

At December 31, [removed: 2020,] [added: 2021,] our exposure to interest rate risk [removed: is] [added: was] primarily on our variable rate debt.

At December 31, [removed: 2020, $36] [added: 2021, $142] million of our variable-rate debt was [removed: hedged by] [added: subject to] interest rate [removed: swap transactions.][added: cap agreements.]

The interest rate [removed: swaps] [added: caps] are [removed: designated as cash flow hedges, with the objective of managing the] [added: non-designated hedges and manage our] exposure to [removed: interest rate risk by converting the interest rates] [added: variable cash flows] on [removed: our variable-rate] [added: certain mortgage] debt [removed: to fixed] [added: borrowings by limiting] interest rates.

At December 31, [removed: 2020,] [added: 2021,] a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate debt by approximately [removed: $369] [added: $309] million and [removed: $401] [added: $335] million, respectively, and would not materially impact earnings or cash flows.

Assuming a one percentage point change in the interest rate related to our variable-rate debt and [removed: variable-rate] investments, and assuming no other changes in the outstanding balance at December 31, [removed: 2020,] [added: 2021,] our annual interest expense [removed: and interest income] would increase by approximately [removed: $3 million and $1 million, respectively.][added: $13 million.]

We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current adjusted carrying [removed: value,] [added: value;] the issuer’s financial condition, capital [removed: strength] [added: strength,] and near-term [removed: prospects,] [added: prospects;] any recent events specific to that issuer and economic conditions of its [removed: industry,] [added: industry;] and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any.

At December 31, [removed: 2020,] [added: 2021,] both the fair value and carrying value of marketable debt securities was [removed: $20] [added: $21] million.

At December 31, 2021, both the fair value and carrying value of the interest rate caps were $0.4 million.

Our remaining variable rate debt at December 31, 2021 was comprised of our bank line of credit, commercial paper program, and certain of our mortgage debt.

To illustrate the effect of movements in the interest rate markets, we performed a market sensitivity analysis on our hedging instruments.

We applied various basis point spreads to the underlying interest rate curves of the derivative portfolio in order to determine the change in fair value.

Assuming a one percentage point change in the underlying interest rate curve, the estimated change in fair value of each of the underlying derivative instruments would not be material.

During 2020, we began the process of disposing of our senior housing triple-net [removed: portfolio] and senior housing operating [removed: portfolio (“SHOP”).][added: property (“SHOP”) portfolios.]

Refer to [removed: a] [added: the] discussion of recent [removed: and upcoming] dispositions in “Item 7, Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations—2020 Transaction Overview” for the current status] [added: Operations—Overview] of [removed: transactions.][added: Transactions” for additional information.]

As of December 31, 2020, we concluded [added: that] the planned dispositions represented a strategic shift [added: that had] and [added: will have a major effect on our operations and financial results and,] therefore, the assets are classified as discontinued operations in all periods presented [removed: herein and prior periods have been recast to conform to the current period presentation.][added: herein.]

In conjunction with the [removed: planned] disposal of our senior housing triple-net and SHOP portfolios, we focused our strategy on investing in a diversified portfolio of high-quality healthcare properties across our three core asset classes of life science, medical office, and continuing care retirement community (“CCRC”) real estate.

Under the life science and medical office segments, we invest through the acquisition, development and management of life science buildings, [removed: medical office buildings (“MOBs”),] [added: MOBs,] and hospitals.

Under the CCRC segment, our properties are operated through RIDEA [removed: structures (see below for a description of RIDEA structures).][added: structures.]

We have other non-reportable segments that are comprised primarily of [removed: interests] [added: debt investments and an interest] in an unconsolidated [removed: senior housing] joint venture [removed: and debt investments.][added: that owns 19 senior housing assets (our “SWF SH JV”).]

At December 31, [removed: 2020,] [added: 2021,] our portfolio of investments, including properties in our unconsolidated joint [removed: ventures and excluding investments classified as discontinued operations,] [added: ventures,] consisted of interests in [removed: 457] [added: 484] properties.

The following table summarizes information for our reportable segments, excluding discontinued operations, for the year ended December 31, [removed: 2020] [added: 2021] (dollars in thousands):

| Other non-reportable | | | | | | [removed: 21,170] [added: 17,484] | | | | | | 2 | | % | | | | 19 | | |

[removed: (1) Total] [added: (1)Total] Portfolio metrics include results of operations from disposed properties through the disposition date.

See “Item 7, Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations—Results of] Operations—Non-GAAP Financial Measures” for additional information regarding Adjusted NOI and see Note 16 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).

[removed: (2) For] [added: (2)For] the year ended December 31, [removed: 2020,] [added: 2021,] Adjusted NOI for our senior housing triple-net and SHOP portfolios was [removed: $99] [added: $7] million and [removed: $105] [added: $4] million, respectively.

For a description of our significant activities during [removed: 2020,] [added: 2021,] see “Item 7, Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations—2020 Transaction Overview”] [added: Operations—Overview of Transactions”] in this report.

We focus on three purposely selected private pay asset [removed: classes, life] [added: classes—life] science, medical office, and continuing care retirement [removed: community, to] [added: community—to] provide stability through inevitable market cycles.

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

We provide high-quality [added: property] management services to encourage tenants to renew, expand, and relocate into our properties, which drives increased occupancy, rental rates, and property values.

- our reputation gained through over [removed: 30] [added: 35] years of successful operations and the strength of our existing portfolio of properties;

We maintain a disciplined [added: investment-grade] balance sheet by actively managing our debt to equity levels and maintaining [added: access to] multiple sources of liquidity.

We arrange for longer-term financing by offering debt and [removed: equity securities,] [added: equity,] placing mortgage debt, and obtaining capital from institutional lenders and joint venture partners.

In [added: addition to improvements funded by us as the landlord,] many [removed: instances,] [added: of our] life science tenants make significant investments to improve their leased [removed: space, in addition to landlord improvements,] [added: space] to accommodate biology, chemistry, or medical device research initiatives.

Our properties are located in well-established geographical markets known for scientific research and drug discovery, including San Francisco [removed: (51%)] [added: (49%)] and San Diego [removed: (24%),] [added: (22%),] California, and Boston, Massachusetts [removed: (21%)] [added: (24%)] (based on available square feet).

At December 31, [removed: 2020, 91%] [added: 2021, 88%] of our life science properties were triple-net leased (based on leased square feet).

The following table provides information about our [added: most significant] life science tenant concentration for the year ended December 31, [removed: 2020:][added: 2021:]

| Amgen, Inc. | | | | | | [removed: 10] [added: 8] | | % | | | | 3 | | % |

Our [removed: Medical Office] [added: medical office] segment includes [removed: Medical] [added: medical] office buildings [removed: (“MOBs”)] [added: (MOBs)] and hospitals.

Our MOBs are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately [removed: 84%] [added: 87%] of our MOBs located on [added: or adjacent to] hospital campuses and [removed: 97%] [added: 98%] affiliated with hospital systems [added: as of December 31, 2021] (based on available square feet).

At December 31, [removed: 2020,] [added: 2021,] approximately [removed: 61%] [added: 65%] of our MOBs were net leased (based on leased square feet) with the remaining leased under gross or modified gross leases.

The following table provides information about our [added: most significant] medical office tenant concentration for the year ended December 31, [removed: 2020:][added: 2021:]

Our medical office segment also includes [removed: interests in 10] [added: nine] hospitals.

Services provided by our tenants and operators in hospitals are paid for by private sources, third-party payors (e.g., insurance and [removed: HMOs)] [added: HMOs),] or through Medicare and Medicaid programs.

The criteria for operating a healthcare facility through a RIDEA structure require us to lease the facility to an affiliate TRS [removed: under a triple-net lease,] and for such affiliate TRS to engage an independent qualifying management company (also known as an eligible independent contractor or third-party operator) to manage and operate the day-to-day business of the facility in exchange for a management fee.

As a result, under a RIDEA structure, we are required to rely on a third-party operator to hire and train all facility employees, enter into third-party contracts for the benefit of the facility, including resident/patient agreements, comply with laws, including [removed: but not limited to] healthcare laws, and provide resident care.

These operational risks and liabilities include those relating to any employment matters of our operator, compliance with healthcare and other [removed: laws and] [added: laws,] liabilities relating to personal injury-tort matters, resident-patient quality of care claims, and any governmental reimbursement matters, even though we have limited ability to control or influence our third-party operators’ management of these risks.

The management agreements we have in RIDEA structures related to CCRCs have [added: original] terms ranging from 10 to 15 years, with mutual renewal options.

CCRCs are different from other housing and care options for seniors because they typically provide written agreements or long-term contracts between residents and the communities (frequently lasting the term of the resident’s lifetime), which offer a continuum of housing, [removed: services] [added: services,] and healthcare on one campus or site.

At December 31, [removed: 2020,] [added: 2021,] we had the following investments in our other non-reportable segments: (i) [removed: an interest in an] [added: our] unconsolidated joint venture [added: with a sovereign wealth fund] that owns 19 senior housing [removed: assets,] [added: assets (which we refer to as our SWF SH JV), and] (ii) debt [removed: investments, and (iii) two preferred equity] investments.

The properties in our [removed: unconsolidated senior housing joint venture] [added: SWF SH JV] are owned through RIDEA structures and include independent living facilities and assisted living facilities, which cater to different segments of the elderly population based upon their personal needs.

Increased competition [removed: makes] [added: and resulting capitalization rate compression make] it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives.

Income from our investments depends on our tenants’ and operators’ ability to compete with other companies on multiple levels, including: (i) the quality of care provided, (ii) reputation, (iii) success of product or drug development, (iv) [removed: the physical appearance of a facility,] [added: price,] (v) [removed: price and] [added: the] range of services offered, (vi) [added: the physical appearance of a facility, (vii)] alternatives for healthcare delivery, [removed: (vii)] [added: (viii)] the supply of competing properties, [removed: (viii) physicians,] (ix) [removed: staff,] [added: physicians,] (x) [added: staff, (xi)] referral sources, [removed: (xi) location,] (xii) [added: location, (xiii)] the size and demographics of the population in surrounding areas, and [removed: (xiii)] [added: (xiv)] the financial condition of our tenants and operators.

Our corporate headquarters are located in Denver, Colorado, and we have additional offices in Irvine, California and Franklin, Tennessee.

In September 2021, we successfully completed the disposition of both portfolios.

| Life science | | | | | | $ | 503,927 | | | | | 49 | | % | | | | 150 | | |

| Medical office | | | | | | 413,157 | | | | | | 40 | | % | | | | 300 | | |

| CCRC | | | | | | 95,577 | | | | | | 9 | | % | | | | 15 | | |

| Totals | | | | | | $ | 1,030,145 | | | | | 100 | | % | | | | 484 | | |

Our Nominating and Corporate Governance Committee of the Board oversees ESG matters, other than human capital matters that our Compensation and Human Capital Committee of the Board oversees as described below.

Through our We Stand Together initiative, we launched numerous initiatives to help further our commitment to enhancing racial diversity and awareness, including augmenting recruiting practices to hire more diverse talent; implementing diversity, equity and inclusion training for senior leadership and employees; and sponsoring community outreach programs that support the education of underrepresented groups.

We also introduced a voluntary hybrid return-to-work model for our vaccinated team members that we plan to utilize when we can do so safely, which we believe will maximize company-wide productivity.

In November 2020, we moved our corporate headquarters from Irvine, CA to Denver, CO. With properties in nearly every state, the new headquarters provides a favorable mix of affordability and a centralized geographic location.

Our Irvine, CA and Franklin, TN offices will continue to operate.

We have successfully disposed of a significant portion of both portfolios and will continue that process during 2021.

| Life science | | | | | | $ | 411,302 | | | | | 44 | | % | | | | 140 | | |

| Medical office | | | | | | 390,174 | | | | | | 42 | | % | | | | 281 | | |

| CCRC | | | | | | 113,423 | | | | | | 12 | | % | | | | 17 | | |

| Totals | | | | | | $ | 936,069 | | | | | 100 | | % | | | | 457 | | |

- Received Nareit’s Leader in the Light award for the ninth time, recognizing our top ESG performance among REITs

In 2020, we launched our We Stand Together initiative, which is focused on enhancing racial diversity through education, awareness, and outreach throughout our company and communities.

We also conducted 17 company-wide employee town halls in 2020 to provide employees with real-time updates on the business in light of the COVID-19 pandemic.

See [added: the] “Legal Proceedings” section of Note 12 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3.

| ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934.] [added: 1934] | | |

For the fiscal year ended December 31, [removed: 2020][added: 2021]

See [added: the] definitions of “large accelerated filer,” “accelerated [removed: filer”,] [added: filer,”] “smaller reporting company,” and [removed: "emerging] [added: “emerging] growth [removed: company"] [added: company”] in Rule 12b-2 of the Exchange Act.

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: [removed: $12.5] [added: $12.8] billion.

As of February [removed: 8, 2021,] [added: 7, 2022,] there were [removed: 538,686,262] [added: 539,304,127] shares of the [removed: registrant's] [added: registrant’s] $1.00 par value common stock outstanding.

Portions of the definitive Proxy Statement for the registrant’s [removed: 2021] [added: 2022] Annual Meeting of [removed: Stockholders] [added: Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2021,] have been incorporated by reference into Part III of this Report.

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

| [Cautionary Language Regarding Forward-Looking [removed: Statements](#i9ceb4343fa7d439f89677a32154ae5f1_10)] [added: Statements](#i6051e6e3ee904100a32e571ed1a40801_10)] | | | | | | [removed: [1](#i9ceb4343fa7d439f89677a32154ae5f1_10)] [added: [1](#i6051e6e3ee904100a32e571ed1a40801_10)] | | |

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| [Item [removed: 15.](#i9ceb4343fa7d439f89677a32154ae5f1_283)] [added: 15.](#i6051e6e3ee904100a32e571ed1a40801_277)] | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement [removed: Schedules](#i9ceb4343fa7d439f89677a32154ae5f1_283)] [added: Schedules](#i6051e6e3ee904100a32e571ed1a40801_277)] | | | [removed: [153](#i9ceb4343fa7d439f89677a32154ae5f1_283)] [added: [140](#i6051e6e3ee904100a32e571ed1a40801_277)] | | |

| [Item [removed: 16.](#i9ceb4343fa7d439f89677a32154ae5f1_289)] [added: 16.](#i6051e6e3ee904100a32e571ed1a40801_283)] | | | [Form 10-K [removed: Summary](#i9ceb4343fa7d439f89677a32154ae5f1_289)] [added: Summary](#i6051e6e3ee904100a32e571ed1a40801_283)] | | | [removed: [156](#i9ceb4343fa7d439f89677a32154ae5f1_289)] [added: [143](#i6051e6e3ee904100a32e571ed1a40801_283)] | | |

- operational risks associated with third party management contracts, including the additional regulation and liabilities of our [removed: RIDEA lease structures;][added: properties operated through structures permitted by the Housing and Economic Recovery Act of 2008, which includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”);]

- the ability of our existing and future tenants, [removed: operators] [added: 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 [removed: costs] [added: costs,] and market changes affecting our tenants, [removed: operators] [added: operators,] and borrowers;

- the financial condition of our tenants, [removed: operators] [added: operators,] and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings;

- our concentration of [added: real estate] investments in the healthcare property sector, which makes us [added: more] vulnerable to a downturn in a specific sector than if we invested in multiple [removed: industries;][added: industries and exposes us to the risks inherent in illiquid investments;]

- our ability to identify [added: and secure] replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith;

- our property [removed: development] [added: development, redevelopment,] and [removed: redevelopment] [added: tenant improvement] activity risks, including [removed: costs above original estimates,] project [removed: delays] [added: abandonments, project delays,] and lower [removed: occupancy rates and rents] [added: profits] than expected;

- the ability of the hospitals on whose campuses our [removed: MOBs] [added: medical office buildings (“MOBs”)] are located and their affiliated healthcare systems to remain competitive or financially viable;

- our ability to maintain [removed: our] or expand our hospital and health system client relationships;

- our use of [added: fixed rent escalators,] contingent rent provisions and/or rent escalators based on the Consumer Price Index;

- the potential impact on us and our tenants, [removed: operators] [added: operators,] and borrowers from litigation matters, including rising liability and insurance costs;

(720) 428-5050

| [Risk](#i6051e6e3ee904100a32e571ed1a40801_2449) [Factors Summary](#i6051e6e3ee904100a32e571ed1a40801_2449) | | | | | | [1](#i6051e6e3ee904100a32e571ed1a40801_2449) | | |

| [Part I](#i6051e6e3ee904100a32e571ed1a40801_13) | | | | | | [3](#i6051e6e3ee904100a32e571ed1a40801_13) | | |

| [Part II](#i6051e6e3ee904100a32e571ed1a40801_34) | | | | | | [37](#i6051e6e3ee904100a32e571ed1a40801_34) | | |

| [Item 6.](#i6051e6e3ee904100a32e571ed1a40801_40) | | | [\[Reserved\]](#i6051e6e3ee904100a32e571ed1a40801_40) | | | [39](#i6051e6e3ee904100a32e571ed1a40801_40) | | |

| [Item 9C.](#i6051e6e3ee904100a32e571ed1a40801_2442) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6051e6e3ee904100a32e571ed1a40801_2442) | | | [138](#i6051e6e3ee904100a32e571ed1a40801_2442) | | |

| [Part III](#i6051e6e3ee904100a32e571ed1a40801_256) | | | | | | [139](#i6051e6e3ee904100a32e571ed1a40801_256) | | |

| [Part IV](#i6051e6e3ee904100a32e571ed1a40801_274) | | | | | | [140](#i6051e6e3ee904100a32e571ed1a40801_274) | | |

| | | | [Signatures](#i6051e6e3ee904100a32e571ed1a40801_286) | | | [144](#i6051e6e3ee904100a32e571ed1a40801_286) | | |

- the coronavirus (“Covid”) pandemic and health and safety measures intended to reduce its spread, the availability, effectiveness and public usage and acceptance of vaccines, and how quickly and to what extent normal economic and operating conditions can resume within the markets in which we operate;

- an increase in our borrowing costs, including due to higher interest rates;

| | | | | | | | | |

(949) 407-0700

| [Part I](#i9ceb4343fa7d439f89677a32154ae5f1_13) | | | | | | [4](#i9ceb4343fa7d439f89677a32154ae5f1_13) | | |

| [Part II](#i9ceb4343fa7d439f89677a32154ae5f1_34) | | | | | | [39](#i9ceb4343fa7d439f89677a32154ae5f1_34) | | |

| [Item 6.](#i9ceb4343fa7d439f89677a32154ae5f1_2519) | | | [Selected Financial Data](#i9ceb4343fa7d439f89677a32154ae5f1_2519) | | | [41](#i9ceb4343fa7d439f89677a32154ae5f1_2519) | | |

| [Part III](#i9ceb4343fa7d439f89677a32154ae5f1_262) | | | | | | [152](#i9ceb4343fa7d439f89677a32154ae5f1_262) | | |

| [Part IV](#i9ceb4343fa7d439f89677a32154ae5f1_280) | | | | | | [153](#i9ceb4343fa7d439f89677a32154ae5f1_280) | | |

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.

- the COVID-19 pandemic and health and safety measures intended to reduce its spread;

- unfavorable litigation resolution or disputes; and

COVID-19 Infection Information

Information related to the number of our senior housing facilities with confirmed resident COVID-19 cases was provided to us by our operators, but has not been independently verified by us.

We have no reason to believe that this information is inaccurate in any material respect, but cannot assure you it is accurate.

The following table summarizes our consolidated property and direct financing lease ("DFL") investments, excluding investments classified as discontinued operations, as of and for the year ended December 31, [removed: 2020] [added: 2021] (square feet and dollars in thousands):

| Facility Location | | | | | | Number of Facilities | | | | | | [removed: Capacity] [added: Capacity(1)] | | | | | | Gross Asset [removed: Value(1)] [added: Value(2)] | | | | | | Real Estate [removed: Revenues(2)] [added: Revenues(3)] | | | | | | Operating Expenses | | |

| *Medical [removed: office(3):*] [added: office(4):*] | | | | | | | | | | | | *(Sq. Ft.)* | | | | | | | | | | | | | | | | | | | | |

| [removed: *Other─non-reportable(4):*] [added: *Other─non-reportable:*] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Arizona | | | | | | — | | | | | | — | | | | | | $ | — | | | | | $ | [removed: 134] [added: —] | | | | | $ | [removed: —] [added: 13] | |

| *Total other non-reportable segments* | | | | | | — | | | | | | — | | | | | | $ | — | | | | | $ | [removed: 134] [added: —] | | | | | $ | [removed: —] [added: 13] | |

[removed: (1)Represents] [added: (2)Represents] gross real estate and the carrying value of DFLs.

Excludes gross real estate related to medical office [added: and life science] assets held for sale of [removed: $133] [added: $38] million.

[removed: (2)Represents] [added: (3)Represents] the combined amount of rental and related revenues, resident fees and services, income from DFLs, and government grant income.

[removed: (3)Includes] [added: (4)Includes] one leased property that is classified as a DFL.

| Average occupancy percentage | | | [removed: 96] [added: 97] | | % | | | | [removed: 97] [added: 96] | | % | | | | [removed: 95] [added: 97] | | % | | | | [removed: 96] | | [removed: %] | | | | [removed: 98] | | [removed: %] |

| Average annual rent per square foot(1) | | | $ | [removed: 63] [added: 66] | | | | | $ | [removed: 57] [added: 63] | | | | | $ | [removed: 54] [added: 57] | | | | | [removed: $] | [removed: 52] | | | | | [removed: $] | [removed: 48] | |

| Average occupied square feet | | | [removed: 8,714] [added: 10,143] | | | | | | [removed: 7,288] [added: 8,714] | | | | | | [removed: 7,078] [added: 7,288] | | | | | | [removed: 6,841] | | | | | | [removed: 7,332] | | |

| Average occupancy percentage | | | [removed: 91] [added: 90] | | % | | | | [removed: 93] [added: 91] | | % | | | | 93 | | % | | | | [removed: 92] | | [removed: %] | | | | [removed: 93] | | [removed: %] |

| Average annual rent per square foot(1) | | | $ | [removed: 30] [added: 31] | | | | | $ | 30 | | | | | $ | [removed: 29] [added: 30] | | | | | [removed: $] | [removed: 29] | | | | | [removed: $] | [removed: 28] | |

| Average occupied square feet | | | [removed: 20,225] [added: 21,046] | | | | | | [removed: 20,512] [added: 20,225] | | | | | | [removed: 20,102] [added: 20,512] | | | | | | [removed: 19,431] | | | | | | [removed: 18,729] | | |

| Average occupancy percentage | | | [removed: 81] [added: 79] | | % | | | | [removed: 87] [added: 81] | | % | | | | [removed: —] [added: 87] | | % | | | | [removed: —] | | [removed: %] | | | | [removed: —] | | [removed: %] |

| Average annual rent per [added: occupied] unit(1) | | | $ | [removed: 65,672] [added: 80,391] | | | | | $ | [removed: 62,856] [added: 80,772] | | | | | $ | [removed: —] [added: 71,858] | | | | | [removed: $] | [removed: —] | | | | | [removed: $] | [removed: —] | |

(1)Average annual rent is presented as a ratio of [removed: the sum] [added: revenues comprised] of rental and related revenues, resident fees and services, income from DFLs, and government grant income divided by the average [removed: capacity or average] occupied square feet [added: or average occupied units] of the [removed: facilities.][added: facilities and annualized for acquisitions for the year in which they occurred.]

Average annual rent [removed: for leased properties (including DFLs)] excludes termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest, and the impact of deferred community fee income).

The following table shows tenant lease expirations, including those related to [removed: DFLs,] [added: our DFL,] for the next 10 years and thereafter at our consolidated properties, assuming that none of the tenants exercise any of their renewal or purchase options, [removed: unless otherwise noted below,] and excludes properties in our CCRC segment, assets held for sale, and discontinued operations as of [removed: and for the year ended] December 31, [removed: 2020] [added: 2021] (dollars and square feet in thousands):

| Segment | | | | | | Total | | | | | | [removed: 2021(1) | | | | | | 2022] [added: 2022(1)] | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | [added: 2031 | | | | | |] Thereafter | | |

| % of segment base rent | | | | | | 100 | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 7] [added: 9] | | | | | | [removed: 10] [added: 6] | | | | | | [removed: 6] [added: 9] | | | | | | [removed: 12] [added: 4] | | | | | | [removed: 6] [added: 13] | | | | | | [removed: 11] [added: 7] | | | | | | [removed: 5] [added: 11] | | | | | | [removed: 14] [added: 15] | | | | | | [removed: 16] [added: 12] | | | | | | [removed: 7] [added: 9] | | |

| % of segment base rent | | | | | | 100 | | | | | | 16 | | | | | | [removed: 15] [added: 10] | | | | | | [removed: 10] [added: 14] | | | | | | [removed: 12] [added: 16] | | | | | | [removed: 18] [added: 9] | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 4] [added: 7] | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 3] [added: 6] | | | | | | [removed: 5] [added: 7] | | | | | | 6 | | |

| % of total base rent | | | | | | 100 | | | | | | [removed: 11] [added: 10] | | | | | | [removed: 11] [added: 10] | | | | | | 10 | | | | | | [removed: 9] [added: 13] | | | | | | [removed: 15] [added: 7] | | | | | | [removed: 5] [added: 9] | | | | | | 7 | | | | | | [removed: 6] [added: 7] | | | | | | [removed: 9] [added: 10] | | | | | | [removed: 10] [added: 9] | | | | | | [removed: 7] [added: 8] | | |

- potential for environmentally sustainable and/or resilient features of the property;

| California | | | | | | 123 | | | | | | 7,579 | | | | | | $ | 5,373,760 | | | | | $ | 516,727 | | | | | $ | (113,215) | |

| Massachusetts | | | | | | 19 | | | | | | 2,581 | | | | | | 2,543,077 | | | | | | 179,934 | | | | | | (50,544) | | |

| Other (2 States) | | | | | | 7 | | | | | | 406 | | | | | | 120,008 | | | | | | 19,183 | | | | | | (5,285) | | |

| *Total life science* | | | | | | 149 | | | | | | 10,566 | | | | | | $ | 8,036,845 | | | | | $ | 715,844 | | | | | $ | (169,044) | |

| Texas | | | | | | 75 | | | | | | 7,645 | | | | | | $ | 1,435,748 | | | | | $ | 195,908 | | | | | $ | (65,570) | |

| California | | | | | | 15 | | | | | | 860 | | | | | | 332,401 | | | | | | 43,511 | | | | | | (15,355) | | |

| Pennsylvania | | | | | | 4 | | | | | | 1,270 | | | | | | 361,890 | | | | | | 31,255 | | | | | | (13,308) | | |

| South Carolina | | | | | | 18 | | | | | | 1,103 | | | | | | 342,860 | | | | | | 26,498 | | | | | | (5,179) | | |

| Colorado | | | | | | 18 | | | | | | 1,311 | | | | | | 325,488 | | | | | | 42,298 | | | | | | (16,556) | | |

| Florida | | | | | | 26 | | | | | | 1,436 | | | | | | 305,711 | | | | | | 37,950 | | | | | | (12,938) | | |

| Other (29 States) | | | | | | 141 | | | | | | 10,319 | | | | | | 2,517,339 | | | | | | 293,822 | | | | | | (94,477) | | |

| *Total medical office* | | | | | | 297 | | | | | | 23,944 | | | | | | $ | 5,621,437 | | | | | $ | 671,242 | | | | | $ | (223,383) | |

| Florida | | | | | | 9 | | | | | | 5,042 | | | | | | $ | 1,303,611 | | | | | $ | 309,525 | | | | | $ | (259,016) | |

| Other (5 States) | | | | | | 6 | | | | | | 2,302 | | | | | | 589,471 | | | | | | 163,212 | | | | | | (121,849) | | |

| *Total CCRC* | | | | | | 15 | | | | | | 7,344 | | | | | | $ | 1,893,082 | | | | | $ | 472,737 | | | | | $ | (380,865) | |

| Total properties | | | | | | 461 | | | | | | | | | | | | $ | 15,551,364 | | | | | $ | 1,859,823 | | | | | $ | (773,279) | |

(1)Excludes capacity associated with developments.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | | | | |

| Average occupied units | | | 5,881 | | | | | | 5,605 | | | | | | 35 | | | | | | | | | | | | | | |

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| Square feet | | | | | | 10,152 | | | | | | 477 | | | | | | 769 | | | | | | 452 | | | | | | 1,176 | | | | | | 530 | | | | | | 1,486 | | | | | | 693 | | | | | | 1,016 | | | | | | 1,206 | | | | | | 1,212 | | | | | | 1,135 | | |

| Base rent(2) | | | | | | $ | 525,110 | | | | | $ | 27,105 | | | | | $ | 49,056 | | | | | $ | 29,449 | | | | | $ | 50,052 | | | | | $ | 22,104 | | | | | $ | 66,954 | | | | | $ | 34,860 | | | | | $ | 57,721 | | | | | $ | 76,668 | | | | | $ | 61,914 | | | | | $ | 49,227 | |

| Square feet | | | | | | 21,516 | | | | | | 3,028 | | | | | | 2,033 | | | | | | 2,618 | | | | | | 4,415 | | | | | | 1,790 | | | | | | 1,061 | | | | | | 1,980 | | | | | | 800 | | | | | | 1,112 | | | | | | 1,502 | | | | | | 1,177 | | |

| Base rent(2) | | | | | | $ | 517,199 | | | | | $ | 81,293 | | | | | $ | 53,678 | | | | | $ | 73,264 | | | | | $ | 84,957 | | | | | $ | 47,711 | | | | | $ | 26,372 | | | | | $ | 35,825 | | | | | $ | 19,684 | | | | | $ | 28,686 | | | | | $ | 34,346 | | | | | $ | 31,383 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| California | | | | | | 118 | | | | | | 7,536 | | | | | | $ | 4,840,637 | | | | | $ | 454,506 | | | | | $ | (106,100) | |

| Massachusetts | | | | | | 14 | | | | | | 1,960 | | | | | | 1,986,911 | | | | | | 95,104 | | | | | | (26,901) | | |

| Other (2 States) | | | | | | 7 | | | | | | 476 | | | | | | 136,120 | | | | | | 19,686 | | | | | | (5,004) | | |

| *Total life science* | | | | | | 139 | | | | | | 9,972 | | | | | | $ | 6,963,668 | | | | | $ | 569,296 | | | | | $ | (138,005) | |

| Texas | | | | | | 71 | | | | | | 7,596 | | | | | | $ | 1,353,419 | | | | | $ | 189,120 | | | | | $ | (64,811) | |

| California | | | | | | 16 | | | | | | 1,174 | | | | | | 309,778 | | | | | | 52,809 | | | | | | (13,623) | | |

| Pennsylvania | | | | | | 4 | | | | | | 1,278 | | | | | | 354,889 | | | | | | 31,396 | | | | | | (14,064) | | |

| South Carolina | | | | | | 18 | | | | | | 1,103 | | | | | | 339,265 | | | | | | 25,990 | | | | | | (5,315) | | |

| Colorado | | | | | | 18 | | | | | | 1,315 | | | | | | 288,488 | | | | | | 41,179 | | | | | | (15,377) | | |

| Florida | | | | | | 25 | | | | | | 1,398 | | | | | | 275,240 | | | | | | 35,231 | | | | | | (12,419) | | |

| Other (27 States) | | | | | | 126 | | | | | | 8,769 | | | | | | 1,850,004 | | | | | | 246,673 | | | | | | (78,399) | | |

| *Total medical office* | | | | | | 278 | | | | | | 22,633 | | | | | | $ | 4,771,083 | | | | | $ | 622,398 | | | | | $ | (204,008) | |

| Florida | | | | | | 9 | | | | | | 5,135 | | | | | | $ | 1,261,321 | | | | | $ | 291,397 | | | | | $ | (301,849) | |

| Other (5 States) | | | | | | 6 | | | | | | 2,302 | | | | | | 577,527 | | | | | | 161,295 | | | | | | (138,679) | | |

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| *Total CCRC* | | | | | | 15 | | | | | | 7,437 | | | | | | $ | 1,838,848 | | | | | $ | 452,692 | | | | | $ | (440,528) | |

| Total properties in continuing operations | | | | | | 432 | | | | | | | | | | | | $ | 13,573,599 | | | | | $ | 1,644,520 | | | | | $ | (782,541) | |

_______________________________________

Gross real estate represents the carrying amount of real estate after adding back accumulated depreciation and amortization.

(4)Represents real estate revenues generated from a real estate asset that was sold in July 2020.

The following table summarizes our consolidated property investments classified as discontinued operations as of and for the year ended December 31, 2020 (square feet and dollars in thousands):

| Facility Location | | | | | | Number of Facilities | | | | | | Capacity | | | | | | Gross Asset Value(1) | | | | | | Real Estate Revenues(2) | | | | | | Operating Expenses | | |

| *Senior housing triple-net—real estate:* | | | | | | | | | | | | *(Units)* | | | | | | | | | | | | | | | | | | | | |

| Florida | | | | | | 8 | | | | | | 1,063 | | | | | | $ | 172,890 | | | | | $ | 21,289 | | | | | $ | — | |

| Texas | | | | | | 6 | | | | | | 767 | | | | | | 142,693 | | | | | | 13,890 | | | | | | — | | |

| New York | | | | | | 2 | | | | | | 201 | | | | | | 76,333 | | | | | | 2,513 | | | | | | — | | |

| Oregon | | | | | | 6 | | | | | | 447 | | | | | | 73,839 | | | | | | 7,068 | | | | | | (157) | | |

| Washington | | | | | | 4 | | | | | | 274 | | | | | | 42,874 | | | | | | 11,882 | | | | | | (4) | | |

| Other (10 States) | | | | | | 15 | | | | | | 1,218 | | | | | | 131,519 | | | | | | 42,448 | | | | | | (1,746) | | |

| *Total senior housing triple-net* | | | | | | 41 | | | | | | 3,970 | | | | | | $ | 640,148 | | | | | $ | 99,090 | | | | | $ | (1,907) | |

| *SHOP:* | | | | | | | | | | | | *(Units)* | | | | | | | | | | | | | | | | | | | | |

| California | | | | | | 15 | | | | | | 1,391 | | | | | | $ | 658,523 | | | | | $ | 128,620 | | | | | $ | (100,201) | |

| Florida | | | | | | 15 | | | | | | 1,996 | | | | | | 392,379 | | | | | | 117,569 | | | | | | (110,790) | | |

| Virginia | | | | | | 9 | | | | | | 865 | | | | | | 206,958 | | | | | | 41,985 | | | | | | (35,889) | | |

| Texas | | | | | | 15 | | | | | | 1,685 | | | | | | 199,018 | | | | | | 53,126 | | | | | | (41,036) | | |

At January [removed: 29, 2021,] [added: 28, 2022,] we had [removed: 7,949] [added: 7,576] stockholders of record, and there were [removed: 168,319] [added: 222,222] beneficial holders of our common stock.

| | | | [removed: 2020] [added: 2017] | | | | | | [added: 2018 | | | | | |] 2019 | | | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2021 | | |]

| Ordinary dividends(1) | | | $ | [removed: 0.7139] [added: 0.1523] | | | | | $ | [removed: 0.7633] [added: 0.7139] | | | | | $ | [removed: 0.9578] [added: 0.7633] | |

| Capital gains(2) | | | [removed: 0.5298] [added: 0.3800] | | | | | | [removed: 0.2714] [added: 0.5298] | | | | | | [removed: 0.5222] [added: 0.2714] | | |

| Nondividend distributions | | | [removed: 0.2363] [added: 0.6677] | | | | | | [removed: 0.4453] [added: 0.2363] | | | | | | [removed: —] [added: 0.4453] | | |

| | | | $ | [removed: 1.4800] [added: 1.2000] | | | | | $ | 1.4800 | | | | | $ | 1.4800 | |

[removed: (1)For] [added: For] the [removed: year] [added: years] ended December 31, 2020 [added: and 2019,] all $0.7139 [added: and $0.7633, respectively,] of ordinary dividends qualified as business income for purposes of Code Section 199A.

[removed: For] [added: (1)For] the year ended December 31, [removed: 2019 all $0.7633] [added: 2021, the amount includes $0.1370] of ordinary dividends [added: that] qualified as business income for purposes of Code Section [removed: 199A.][added: 199A and $0.0153 of qualified dividend income for purposes of Code Section 1(h)(11).]

(2)Pursuant to Treasury Regulation §1.1061-6(c), we are disclosing additional information related to the capital gain dividends for purposes of Section 1061 of the [removed: Internal Revenue Code (IRC).][added: Code.]

[removed: IRC] [added: Code] Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” The “One Year Amounts” and “Three Year Amounts” required to be disclosed are both zero with respect to the [removed: 2020] [added: 2021] distributions, since all capital gains relate to [removed: IRC] [added: Code] Section 1231 gains.

On [removed: February 9, 2021,] [added: January 27, 2022,] we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.30 per share.

The common stock dividend will be paid on [removed: March 5, 2021] [added: February 22, 2022] to stockholders of record as of the close of business on February [removed: 22, 2021.][added: 11, 2022.]

The table below sets forth the information with respect to purchases of our common stock made by or on our behalf during the quarter ended December 31, [removed: 2020.][added: 2021.]

The graph and table below compare the cumulative total return of Healthpeak, the S&P 500 Index, and the Equity REIT Index of [removed: NAREIT,] [added: Nareit,] from January 1, [removed: 2016] [added: 2017] to December 31, [removed: 2020.][added: 2021.]

Total cumulative return is based on a $100 investment in Healthpeak common stock and in each of the indices at the close of trading on December [removed: 31, 2015] [added: 30, 2016] and assumes quarterly reinvestment of dividends before consideration of income taxes.

(JANUARY 1, [removed: 2016] [added: 2017] = $100)

[removed: ][added: ]

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

______________________________________

| October 1-31, 2021 | | | | | | 5,041 | | | | | | $ | 33.89 | | | | | — | | | | | | — | | |

| November 1-30, 2021 | | | | | | 3,372 | | | | | | 34.29 | | | | | | — | | | | | | — | | |

| December 1-31, 2021 | | | | | | 29 | | | | | | 32.86 | | | | | | — | | | | | | — | | |

| Total | | | | | | 8,442 | | | | | | $ | 34.05 | | | | | — | | | | | | — | | |

JANUARY 1, 2017–DECEMBER 31, 2021

| FTSE Nareit Equity REIT Index | | | $ | 108.67 | | | | | $ | 104.28 | | | | | $ | 134.17 | | | | | $ | 127.30 | | | | | $ | 179.87 | |

| S&P 500 | | | 121.82 | | | | | | 116.47 | | | | | | 153.13 | | | | | | 181.29 | | | | | | 233.28 | | |

| Healthpeak Properties, Inc. | | | 92.25 | | | | | | 104.88 | | | | | | 135.41 | | | | | | 125.02 | | | | | | 154.71 | | |

_______________________________________

For the year ended December 31, 2018 the amount includes $0.9414 of qualified business income for purposes of Code Section 199A and $0.0164 of qualified dividend income for purposes of Code Section 1(h)(11).

| October 1-31, 2020 | | | | | | 5,267 | | | | | | $ | 28.50 | | | | | — | | | | | | — | | |

| November 1-30, 2020 | | | | | | 3,535 | | | | | | 28.52 | | | | | | — | | | | | | — | | |

| December 1-31, 2020 | | | | | | 179 | | | | | | 28.86 | | | | | | — | | | | | | — | | |

| Total | | | | | | 8,981 | | | | | | $ | 28.52 | | | | | — | | | | | | — | | |

JANUARY 1, 2016–DECEMBER 31, 2020

| | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

| FTSE NAREIT Equity REIT Index | | | $ | 108.63 | | | | | $ | 118.05 | | | | | $ | 113.28 | | | | | $ | 145.75 | | | | | $ | 138.28 | |

| S&P 500 | | | 111.95 | | | | | | 136.38 | | | | | | 130.39 | | | | | | 171.44 | | | | | | 202.96 | | |

| Healthpeak Properties, Inc. | | | 90.63 | | | | | | 83.61 | | | | | | 95.05 | | | | | | 122.72 | | | | | | 113.31 | | |

Set forth below is our selected financial data as of and for each of the years in the five-year period ended December 31 (dollars in thousands, except per share data):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Statement of operations data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | 1,644,875 | | | | | $ | 1,240,339 | | | | | $ | 1,191,320 | | | | | $ | 1,174,275 | | | | | $ | 1,160,152 | |

| Income (loss) from continuing operations | | | 160,507 | | | | | | 175,469 | | | | | | 837,218 | | | | | | (56,199) | | | | | | 4,276 | | |

| Income (loss) from discontinued operations | | | 267,746 | | | | | | (115,408) | | | | | | 236,256 | | | | | | 478,833 | | | | | | 635,650 | | |

| Net income (loss) applicable to common shares | | | 411,147 | | | | | | 43,987 | | | | | | 1,058,424 | | | | | | 413,013 | | | | | | 626,549 | | |

| Basic earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | 0.27 | | | | | | 0.33 | | | | | | 1.75 | | | | | | (0.15) | | | | | | (0.02) | | |

| Discontinued operations | | | 0.50 | | | | | | (0.24) | | | | | | 0.50 | | | | | | 1.03 | | | | | | 1.36 | | |

| Net income (loss) applicable to common shares | | | 0.77 | | | | | | 0.09 | | | | | | 2.25 | | | | | | 0.88 | | | | | | 1.34 | | |

| Diluted earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | 0.27 | | | | | | 0.33 | | | | | | 1.74 | | | | | | (0.15) | | | | | | (0.02) | | |

| Discontinued operations | | | 0.50 | | | | | | (0.24) | | | | | | 0.50 | | | | | | 1.03 | | | | | | 1.36 | | |

| Net income (loss) applicable to common shares | | | 0.77 | | | | | | 0.09 | | | | | | 2.24 | | | | | | 0.88 | | | | | | 1.34 | | |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 15,920,089 | | | | | | 14,032,891 | | | | | | 12,718,553 | | | | | | 14,088,461 | | | | | | 15,759,265 | | |

| Debt obligations(1) | | | 6,297,979 | | | | | | 6,002,252 | | | | | | 5,352,424 | | | | | | 7,656,944 | | | | | | 8,667,637 | | |

| Total equity | | | 7,344,572 | | | | | | 6,667,474 | | | | | | 6,512,591 | | | | | | 5,594,938 | | | | | | 5,941,308 | | |

| Other data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends paid | | | 787,072 | | | | | | 720,123 | | | | | | 696,913 | | | | | | 694,955 | | | | | | 979,542 | | |

| Dividends paid per common share(2) | | | 1.480 | | | | | | 1.480 | | | | | | 1.480 | | | | | | 1.480 | | | | | | 2.095 | | |

| Funds from operations (“NAREIT FFO”)(3) | | | 693,367 | | | | | | 780,307 | | | | | | 780,189 | | | | | | 661,113 | | | | | | 1,119,153 | | |

| Diluted NAREIT FFO per common share(3) | | | 1.30 | | | | | | 1.59 | | | | | | 1.66 | | | | | | 1.41 | | | | | | 2.39 | | |

| FFO as Adjusted(3) | | | 874,188 | | | | | | 864,352 | | | | | | 857,233 | | | | | | 918,402 | | | | | | 1,282,390 | | |

| Diluted FFO as Adjusted per common share(3) | | | 1.64 | | | | | | 1.76 | | | | | | 1.82 | | | | | | 1.95 | | | | | | 2.74 | | |

| Adjusted FFO (“AFFO”)(3) | | | 772,705 | | | | | | 745,820 | | | | | | 746,397 | | | | | | 803,720 | | | | | | 1,215,696 | | |

_______________________________________

(1)Includes bank line of credit, commercial paper, term loans, senior unsecured notes, and mortgage debt.

Excludes mortgage debt on assets held for sale and discontinued operations.

(2)Represents cash dividends.

Additionally, in October 2016 we issued $6.17 per common share of stock dividends related to the spin-off of Quality Care Properties, Inc.

(3)For a more detailed discussion and reconciliation of NAREIT FFO, FFO as Adjusted and AFFO, see "Results of Operations" and “Non-GAAP Financial Measure Reconciliations” in Item 7 of this report.

| [removed: [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#i9ceb4343fa7d439f89677a32154ae5f1_106)] [added: Firm (PCAOB ID No. 34)] | | | [removed: [74](#i9ceb4343fa7d439f89677a32154ae5f1_106)] [added: [63](#i6051e6e3ee904100a32e571ed1a40801_106)] | | |

| [Consolidated Balance Sheets—December 31, [removed: 2020 and 2019](#i9ceb4343fa7d439f89677a32154ae5f1_109)] [added: 202](#i6051e6e3ee904100a32e571ed1a40801_109)[1](#i6051e6e3ee904100a32e571ed1a40801_109) [and 20](#i6051e6e3ee904100a32e571ed1a40801_109)20] | | | [removed: [76](#i9ceb4343fa7d439f89677a32154ae5f1_109)] [added: [65](#i6051e6e3ee904100a32e571ed1a40801_109)] | | |

| [Consolidated Statements of Operations—for the years ended December 31, [removed: 2020, 2019,] [added: 202](#i6051e6e3ee904100a32e571ed1a40801_115)[1](#i6051e6e3ee904100a32e571ed1a40801_115)[, 20](#i6051e6e3ee904100a32e571ed1a40801_115)[20](#i6051e6e3ee904100a32e571ed1a40801_115)[,] and [removed: 2018](#i9ceb4343fa7d439f89677a32154ae5f1_115)] [added: 201](#i6051e6e3ee904100a32e571ed1a40801_115)9] | | | [removed: [77](#i9ceb4343fa7d439f89677a32154ae5f1_115)] [added: [66](#i6051e6e3ee904100a32e571ed1a40801_115)] | | |

| [Consolidated Statements of Comprehensive Income (Loss)—for the years ended December 31, [removed: 2020, 2019,] [added: 20](#i6051e6e3ee904100a32e571ed1a40801_118)[2](#i6051e6e3ee904100a32e571ed1a40801_118)[1](#i6051e6e3ee904100a32e571ed1a40801_118)[, 20](#i6051e6e3ee904100a32e571ed1a40801_118)[20](#i6051e6e3ee904100a32e571ed1a40801_118)[,] and [removed: 2018](#i9ceb4343fa7d439f89677a32154ae5f1_118)] [added: 201](#i6051e6e3ee904100a32e571ed1a40801_118)9] | | | [removed: [78](#i9ceb4343fa7d439f89677a32154ae5f1_118)] [added: [67](#i6051e6e3ee904100a32e571ed1a40801_118)] | | |

| [Consolidated Statements of [removed: Equity—for] [added: Equity and Redeemable Noncontrolling Interests—for] the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i9ceb4343fa7d439f89677a32154ae5f1_121)] [added: 201](#i6051e6e3ee904100a32e571ed1a40801_121)9] | | | [removed: [79](#i9ceb4343fa7d439f89677a32154ae5f1_121)] [added: [68](#i6051e6e3ee904100a32e571ed1a40801_121)] | | |

| [Consolidated Statements of Cash Flows—for the years ended December 31, [removed: 2020, 2019,] [added: 20](#i6051e6e3ee904100a32e571ed1a40801_127)[2](#i6051e6e3ee904100a32e571ed1a40801_127)[1](#i6051e6e3ee904100a32e571ed1a40801_127)[, 20](#i6051e6e3ee904100a32e571ed1a40801_127)[20](#i6051e6e3ee904100a32e571ed1a40801_127)[,] and [removed: 2018](#i9ceb4343fa7d439f89677a32154ae5f1_127)] [added: 201](#i6051e6e3ee904100a32e571ed1a40801_127)9] | | | [removed: [80](#i9ceb4343fa7d439f89677a32154ae5f1_127)] [added: [70](#i6051e6e3ee904100a32e571ed1a40801_127)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9ceb4343fa7d439f89677a32154ae5f1_130)] [added: Statements](#i6051e6e3ee904100a32e571ed1a40801_130)] | | | [removed: [81](#i9ceb4343fa7d439f89677a32154ae5f1_130)] [added: [71](#i6051e6e3ee904100a32e571ed1a40801_130)] | | |

[added: We have audited the accompanying Consolidated Balance Sheets of Healthpeak Properties, Inc. and subsidiaries] (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related [removed: consolidated statements] [added: Consolidated Statements] of [removed: operations, comprehensive income (loss), equity,] [added: Operations, Comprehensive Income (Loss), Equity] and [removed: cash flows,] [added: Redeemable Noncontrolling Interests, and Cash Flows,] for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related [removed: notes] [added: Notes] and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 10, 2021,] [added: 9, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Impairments – Real Estate — Refer to Notes 2 and 6 to the [removed: consolidated] financial statements

The fair [removed: value] [added: values] of the impaired assets [removed: was] [added: were] based on forecasted sales prices [removed: of the long-lived asset or disposal group,] [added: and market comparable data,] which are considered to be Level 3 measurements within the fair value hierarchy.

[removed: Forecasted sales prices were] [added: These fair values are typically] determined using an income approach and/or a market approach (comparable sales model), which rely on certain assumptions by [removed: the Company,] [added: management,] including: (i) market capitalization rates, (ii) [added: comparable] market [added: transactions, (iii) estimated] prices per unit, [added: (iv) negotiations with prospective buyers,] and [removed: (iii)] [added: (v)] forecasted cash flow streams [removed: (lease-up periods, lease] [added: (lease] revenue rates, expense rates, growth rates, etc.).

Given the Company’s evaluation of [removed: the] [added: impairment indicators, future cash flows and] forecasted sales price of a long lived asset [removed: or disposal group] requires management to make significant estimates and assumptions related to market capitalization rates, [added: comparable] market [removed: prices per unit, and] [added: transactions, and/or] forecasted cash flow streams, performing audit procedures [removed: to evaluate the reasonableness of management’s forecasted sales price] required a high degree of auditor judgment and an increased extent of effort.

Our audit procedures related to [removed: the forecasted sales price for certain] real estate [removed: assets or disposal groups] [added: asset impairment] included the following, among others:

- We tested the effectiveness of controls over impairment of real [removed: estate,] [added: estate assets,] including those over [added: impairment indicators and] the [added: determination of future undiscounted cash flows and] forecasted sales price for real estate assets.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Buildings and improvements | | | $ | [removed: 11,048,433] [added: 12,025,271] | | | | | $ | [removed: 8,112,193] [added: 11,048,433] | |

| Development costs and construction in progress | | | [removed: 613,182] [added: 877,423] | | | | | | [removed: 654,792] [added: 613,182] | | |

| Land | | | [removed: 1,867,278] [added: 2,603,964] | | | | | | [removed: 1,605,599] [added: 1,867,278] | | |

| Accumulated depreciation and amortization | | | [removed: (2,409,135)] [added: (2,839,229)] | | | | | | [removed: (2,141,960)] [added: (2,409,135)] | | |

| Net real estate | | | [removed: 11,119,758] [added: 12,667,429] | | | | | | [removed: 8,230,624] [added: 11,119,758] | | |

| Net investment in direct financing leases | | | 44,706 | | | | | | [removed: 84,604] [added: 44,706] | | |

| Loans receivable, net of reserves of [removed: $10,280] [added: $1,813] and [removed: $0] [added: $10,280] | | | [removed: 195,375] [added: 415,811] | | | | | | [removed: 190,579] [added: 195,375] | | |

| Investments in and advances to unconsolidated joint ventures | | | [removed: 402,871] [added: 403,634] | | | | | | [removed: 774,381] [added: 402,871] | | |

| Accounts receivable, net of allowance of [removed: $3,994] [added: $1,870] and [removed: $387] [added: $3,994] | | | [removed: 42,269] [added: 48,691] | | | | | | [removed: 44,842] [added: 42,269] | | |

| Cash and cash equivalents | | | [removed: 44,226] [added: 158,287] | | | | | | [removed: 80,398] [added: 44,226] | | |

| Restricted cash | | | [removed: 67,206] [added: 53,454] | | | | | | [removed: 13,385] [added: 67,206] | | |

| Intangible assets, net | | | [removed: 519,917] [added: 519,760] | | | | | | [removed: 260,204] [added: 519,917] | | |

| Assets held for sale and discontinued operations, net | | | [removed: 2,626,306] [added: 37,190] | | | | | | [removed: 3,648,265] [added: 2,626,306] | | |

| Right-of-use asset, net | | | [removed: 192,349] [added: 233,942] | | | | | | [removed: 167,316] [added: 192,349] | | |

| Other assets, net | | | [removed: 665,106] [added: 674,615] | | | | | | [removed: 538,293] [added: 665,106] | | |

| Total assets | | | $ | [removed: 15,920,089] [added: 15,257,519] | | | | | $ | [removed: 14,032,891] [added: 15,920,089] | |

| Bank line of credit and commercial paper | | | $ | [removed: 129,590] [added: 1,165,975] | | | | | $ | [removed: 93,000] [added: 129,590] | |

| Term loan | | | [removed: 249,182] [added: —] | | | | | | [removed: 248,942] [added: 249,182] | | |

| Senior unsecured notes | | | [removed: 5,697,586] [added: 4,651,933] | | | | | | [removed: 5,647,993] [added: 5,697,586] | | |

| Mortgage debt | | | [removed: 221,621] [added: 352,081] | | | | | | [removed: 12,317] [added: 221,621] | | |