Healthpeak Properties (DOC) 10-K risk factor changes: FY2022 vs FY2021

The section below discusses the most significant risk factors that may materially adversely affect our business, results of [removed: operations] [added: operations,] and financial condition.

- risks related to the regulatory environment; [added: and]

- risks related to tax, including REIT-related [removed: risks;] [added: risks,] and [added: our jurisdiction of incorporation.]

[removed: Our senior housing borrowers are facing the same impacts of Covid, which] [added: Decreases in our tenants’, operators’, or borrowers’ revenues, or increases in their expenses,] could [removed: impact] [added: affect] their ability to meet their financial and other contractual obligations to [removed: us.][added: us.]

[removed: The Covid pandemic] [added: Any of the foregoing risks] could have a material adverse [removed: impact] [added: effect] on our business, results of [removed: operations] [added: operations,] and financial condition.

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

Although we generally have [removed: arrangements and other agreements that give us] the right under specified circumstances to terminate a lease, evict a tenant or terminate our operator, or demand immediate repayment of outstanding loan amounts or other obligations to us, we may [removed: not] be [removed: able] [added: unable] to enforce [removed: such] [added: these] rights or we may determine not to do so if we believe that [removed: enforcement of our rights] [added: doing so] would be more detrimental [removed: to our business] than [removed: seeking] alternative approaches.

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

[removed: Consequently, if] [added: If] our operators fail to effectively conduct 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 operators and their ability to attract and retain patients and residents in our properties, which could have a material adverse effect on our and our operators’ business, results of [removed: operations] [added: operations,] and financial condition.

[removed: Further, if] [added: If] widespread default or nonpayment of outstanding obligations from [removed: a large number of operators] [added: our tenants, operators, or borrowers] occurs at a time when terminating [removed: such agreement or] [added: our agreements with them and] replacing [removed: such operators may] [added: them would] be [removed: extremely] difficult or impossible, [removed: including as a result of the Covid pandemic,] we [removed: may] [added: could] elect instead to amend [removed: such] [added: our] agreements [removed: with such operators.][added: on materially less favorable terms to us.]

[removed: For example, due to generally increased vulnerability to illness, Covid has resulted in,] [added: In addition, epidemics, pandemics,] and [removed: another epidemic or pandemic, a] severe flu [removed: season] [added: seasons] or any other widespread illness could result [removed: in,] [added: in] early move-outs or delayed move-ins during quarantine periods or during periods when actual or perceived risks of such illnesses are heightened, [removed: which] [added: and] have reduced, and could continue to reduce, our operators’ revenues.

[removed: If our operators of these properties underperform,] [added: These increased costs may adversely affect] our business, results of [removed: operations] [added: operations,] and financial [removed: condition would be materially adversely affected.][added: condition.]

[removed: Increased competition, operating costs and market] [added: The requirements of, or] changes [added: to, governmental reimbursement programs such as Medicare or Medicaid] may [added: adversely] affect [removed: the ability of some of] our [removed: tenants, operators] [added: tenants’, operators’,] and [removed: borrowers] [added: borrowers’ ability] to meet their financial and other contractual obligations to us.

Occupancy levels at, and rental income from, our [added: medical office and senior housing] properties [removed: are dependent] [added: depend] on our ability and the ability of our tenants, [removed: operators] [added: operators,] and borrowers to compete with [removed: other tenants and operators on a number of different levels, including] [added: respect to (i)] the quality of care provided, [added: (ii)] reputation, [added: (iii)] price, [added: (iv)] the range of services offered, [added: (v)] the physical appearance of a property, [added: (vi)] family preference, [removed: alternatives for healthcare delivery, the supply of competing properties, physicians, staff,] [added: (vii)] referral sources, [removed: location,] and [removed: the size and demographics of the population in the surrounding area.][added: (xiii) location.]

An inability to attract and retain [removed: trained] [added: qualified personnel, including] personnel [added: possessing the expertise needed to operate in the life science, medical office, and senior housing sectors,] could negatively impact the ability of our tenants, [removed: operators] [added: operators,] and borrowers to meet their obligations to us.

A shortage of care givers or other trained personnel, union activities, [removed: minimum] wage laws, or general inflationary pressures on wages may [removed: force] [added: require our] tenants, [removed: operators] [added: operators,] and borrowers to enhance pay and benefits [removed: packages to compete effectively for skilled personnel,] [added: packages,] or to use more expensive contract personnel, [removed: but] [added: and] they may be unable to offset these added costs by increasing the rates charged to [removed: residents.][added: residents or patients.]

[removed: Our] [added: In addition, our medical office and senior housing] tenants, [removed: operators] [added: operators,] and borrowers [removed: also] compete with [removed: numerous other] [added: certain] companies [removed: providing] [added: that have superior resources and attributes and/or provide] similar healthcare services or alternatives such as home health agencies, [added: telemedicine,] life care at home, community-based service programs, retirement [removed: communities] [added: communities,] and convalescent centers.

[removed: Financial deterioration, insolvency or bankruptcy of one or more of our major tenants, operators or borrowers] [added: Life science industry changes] could have a material adverse effect on our business, results of operations and financial condition.

A downturn in [removed: any of] our tenants’, [removed: operators’] [added: operators’,] or borrowers’ [removed: businesses, including downturns due to the Covid pandemic, has led and] [added: businesses] could [removed: continue to] lead to voluntary or involuntary bankruptcy or similar insolvency proceedings, including assignment for the benefit of creditors, liquidation, or winding-up.

Bankruptcy and insolvency laws afford certain rights to a defaulting tenant, [removed: operator] [added: operator,] or borrower that has filed for bankruptcy or reorganization that may render certain of our remedies unenforceable or, at the least, delay our ability to pursue such remedies and realize any related recoveries.

A lender’s rights and remedies, as compared to a landlord’s, generally are materially less favorable, and our rights as a lender may be [removed: subordinated] [added: subject] to [removed: other creditors’ rights.][added: lower priority for payment under the U.S. Bankruptcy Code.]

In addition, we would likely be required to fund certain expenses and obligations (e.g., real estate taxes, insurance, debt [removed: costs] [added: costs,] and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our [removed: properties] [added: properties,] or transition our properties to a new tenant or operator.

Any or all of these risks could have a material adverse effect on our revenues, results of [removed: operations] [added: operations,] and cash flows.

These risks [removed: would] [added: could] be magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.

We depend on real estate investments, particularly in the healthcare property sector, making [removed: our profitability] [added: us] more vulnerable to a downturn or slowdown in that specific sector than if we were investing [removed: in] [added: across] multiple [removed: industries and exposing us to the risks inherent in illiquid investments.][added: sectors.]

A downturn or slowdown in [removed: the healthcare property] [added: this] sector, such as [removed: the downturn that] occurred during the Covid pandemic, [removed: has had and may continue to] [added: would] have a greater adverse impact on our business than if we had investments [removed: in] [added: across] multiple [removed: industries] [added: sectors,] and could negatively impact the ability of our tenants, [removed: operators] [added: operators,] and borrowers to meet their obligations to us, as well as the ability to maintain historical rental and occupancy rates, which could have a material adverse effect on our business, [removed: financial condition and] results of [removed: operations.][added: operations, and financial condition.]

In addition, such downturns [removed: have had and] could [removed: continue to] have a material adverse effect on the value of our properties and our ability to sell properties at prices or on terms acceptable or favorable to us.

Our real estate investments [removed: are] [added: can be] relatively illiquid due to: (i) restrictions on our ability to sell properties under applicable REIT tax [removed: laws;] [added: laws,] (ii) other tax-related [removed: considerations;] [added: considerations,] (iii) regulatory [removed: hurdles;] [added: hurdles,] and (iv) market conditions.

As a result, we may be unable to recognize full value for any property that we seek to [removed: sell for liquidity reasons.][added: sell.]

Our inability to timely respond to [added: economic or] investment performance changes could have a material adverse effect on our [removed: financial condition and] [added: business,] results of [removed: operations.][added: operations, and financial condition.]

Healthcare properties [removed: are typically] [added: can be] highly customized, and the improvements generally required to conform a property to healthcare use are [removed: costly and at times tenant-specific] [added: costly, sometimes tenant-specific,] and [removed: are typically] [added: may be] subject to regulatory requirements.

In addition, infrastructure improvements for life science properties typically are significantly more [removed: costly] [added: expensive] than improvements to other property types due to the highly specialized nature of the properties and the greater lease square footage often required by life science tenants.

Therefore, [removed: if a current tenant or operator is unable to pay rent and/or vacates a property,] we may incur substantial expenditures to modify a [added: life science] property and experience delays before we are able to secure [removed: another] [added: a new or replacement] tenant or operator or to accommodate multiple tenants or operators, which may have a material adverse effect on our business, results of [removed: operations] [added: operations,] and financial condition.

[removed: Additionally,] [added: In addition,] we may fail to identify suitable replacements or enter into leases, management [removed: agreements] [added: agreements,] or other arrangements with new tenants or operators on a timely basis or on terms as favorable to us as our current leases, if at all.

We also may be required to fund certain expenses and obligations, such as real estate taxes, debt [removed: costs] [added: costs, insurance costs,] and maintenance expenses, to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned.

[removed: In addition, we may incur certain obligations and liabilities, including obligations to indemnify] [added: Any of] the [removed: replacement tenant or operator, which] [added: foregoing risks] could have a material adverse effect on our business, results of [removed: operations] [added: operations,] and financial condition.

Property development, [removed: redevelopment] [added: redevelopment,] and tenant improvement risks can render a project less profitable or unprofitable [removed: and, under certain circumstances,] [added: and] delay or prevent its undertaking or completion.

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

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

- [removed: a project may not be completed on schedule as a result of a variety of] [added: other] factors over which we have limited or no control, including: (i) [added: changes in market and economic conditions; (ii)] natural disasters and other catastrophic events; [removed: (ii)] [added: (iii)] health crises or other [removed: pandemics such as the Covid pandemic; (iii) restrictions or moratoriums on development and redevelopment activities;] [added: pandemics;] (iv) labor conditions, including a labor shortage or work stoppage; (v) shortages of construction materials; (vi) [removed: legal and regulatory hurdles, including necessary permits and entitlements; (vii)] environmental [removed: conditions at the property;] [added: conditions;] or [removed: (viii)] [added: (vii)] civil unrest and acts of war or [removed: terrorism; any such delays in project completion would also delay the commencement of rental payments, including increases in rental payments following tenant improvement projects;][added: terrorism.]

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We may be negatively impacted by macroeconomic trends, including rising inflation and interest rates, increased labor costs, and historically low unemployment.

Many of our costs, including labor costs, costs of construction materials, interest, utilities, and other operating costs, have been, and may continue to be, affected by inflation and price volatility.

In addition, interest rates rose substantially in 2022 and may continue to rise.

We may not be able to offset additional costs caused by inflation, increased interest rates or other macroeconomic trends by passing them through, or increasing the rates we charge, to tenants and residents.

In addition, rising labor costs and personnel shortages have increased, and may continue to increase, the cost of our, or our tenants’, operators’, and borrowers’, workforce.

Competitive pressures, including historically low unemployment, may require that we or our tenants, operators, or borrowers enhance pay and benefits packages to compete effectively for such personnel.

To the extent we or our tenants, operators, or borrowers cannot hire a sufficient number of qualified personnel, we or they may need to utilize high-cost alternatives to meet labor needs, including contract and overtime labor, or our business may operate below capacity, which may affect our ability to effectively manage risk and pursue potential revenue and growth opportunities.

Furthermore, these tenants, operators, and borrowers face a competitive labor market.

We may be negatively impacted by the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers.

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The illiquidity of our real estate investments may prohibit us from timely responding to economic or investment performance changes.

Identifying and securing new or replacement tenants or operators can be time consuming and costly.

In addition, we may incur certain obligations and liabilities, including obligations to indemnify the replacement tenant or operator.

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- legal and regulatory hurdles, including moratoriums on development and redevelopment activities;

- the failure to obtain, or costs associated with obtaining, necessary zoning, entitlements, and permits;

- cost increases; and

Project costs may materially exceed original estimates due to, among other things:

- increased interest rates;

- increased costs for materials, transportation, environmental remediation, labor, or other inputs, including those caused by a shortage of construction materials or labor;

- negligent construction or construction defects;

- damage, vandalism, or accidents; and

- increased operating costs, including insurance premiums, utilities, real estate taxes, and costs of complying with changes in government regulations or increases in tariffs.

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Our life science tenants face substantial requirements for, and risks related to, the research, development, clinical testing, manufacture, and commercialization of their products and technologies, including:

- significant funding requirements, including for rent payments due to us;

- product and technology efficacy risks;

- acceptance risks among doctors and patients;

- healthcare reforms and reimbursement policies of government or private healthcare payors, including pricing controls for prescription drug prices;

- intellectual property and technology risks under patent, copyright, and trade secret laws; and

- economic feasibility risks.

In addition, hospitals could be negatively affected by widespread cancellations of elective procedures due to health and safety measures or otherwise.

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- our ability to transfer our interest in a joint venture to a third party may be restricted;

- our joint venture agreements may contain anti-competitive restrictions that impact certain of our non-joint venture assets and require us to manage the non-joint venture assets in a manner we otherwise would not; and

- our joint venture agreements may in certain circumstances grant our partners a right of first refusal to acquire certain of our non-joint venture assets.

If inflation exceeds our annual escalations, as it often recently has, our growth and profitability may be limited.

If a tenant’s revenue at a rental property with contingent rent declines, our rental revenues would decrease.

- risks related to other events;

- general risks.

The 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.

Beginning in 2020, global health concerns and efforts to reduce the spread of 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 many of these restrictions have been lifted or scaled back over time, ongoing resurgences of Covid infections, including due to new 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 Covid.

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.

Senior housing facilities have been disproportionately impacted by Covid and Covid-related fatalities.

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.

Recent surges in Covid case levels may result in a reduction in, or in some cases prohibitions on, new tenant move-ins, stricter move-in criteria, lower inquiry volumes, and reduced in-person tours, as well as incidences of Covid outbreaks at our facilities or the perception that outbreaks may occur.

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.

Outbreaks, which directly affect our residents and the employees at our senior housing facilities, have and could continue to materially and adversely disrupt operations.

These outbreaks could cause significant reputational harm to us and our operators and, for an extended period, adversely affected demand for senior housing.

Our senior housing property operators are also facing material cost increases as a result of higher staffing hours and compensation and higher overall levels of inflation.

At our CCRC facilities and the facilities in our SWF SH JV, we bear these material cost increases.

The pandemic has also delayed the deployment of capital improvements and expenditures, which could adversely impact operations at our senior housing facilities.

The impact of the Covid pandemic on our CCRC properties and the properties owned by our SWF SH JV, all of which are managed in RIDEA 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 properties (as compared to receiving only contractual rent from third party tenant-operators under the senior housing triple-net 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 Covid pandemic directly affecting our CCRC 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, have had and are expected to continue to have a direct and immediate impact on our results of operations.

In addition, our RIDEA operators who are adversely affected by the 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.

We may also be directly adversely impacted by potential lawsuits related to Covid outbreaks that have occurred or may occur at our senior housing and CCRC properties, and our insurance coverage may not be sufficient to cover any potential losses.

In 2020, the pandemic adversely impacted certain development, redevelopment and tenant improvement projects as a result of the “shelter-in-place” orders and local, state and federal directives.

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.

Within our medical office portfolio, many physician practices temporarily discontinued outpatient procedures and nonessential surgeries in 2020 due to health and safety measures, which negatively impacted their cash flows.

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.

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

- material cost increases at our CCRC facilities and the facilities in our SWF SH JV, for which we are responsible;

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

- non-payment of contractual obligations by our tenants or operators, and any limitations on our ability to enforce our lease agreements or management agreements with our tenants or operators, as applicable, as a result of any federal, state or local restrictions on tenant evictions for failure to make contractual rent payments, which may result in higher reserves for bad debt;

- our tenants, operators or borrowers becoming insolvent or initiating bankruptcy or similar proceedings, which would adversely affect our ability to collect rent or interest payments from such tenants or borrowers, as applicable, and result in increased costs to us, as well as decreased revenues;

- 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 tenants, operators, or borrowers;

- the likelihood that we will amend existing lease agreements and existing rental terms, with our tenants, and management agreements and existing fee structures, with our RIDEA operators, particularly in our senior housing portfolio, which would have an adverse effect on our revenues and results of operations;

- 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;

- increased costs or delays that may result if we determine to reposition or transition any of our currently-leased properties to another tenant or operator, which could adversely impact our revenues and results of operations;

- the impact on our results of operations and financial condition resulting from (i) 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, 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 and due diligence timing due to government delays or government mandated Covid-related access restrictions;

- the need to provide seller financing in order to dispose of certain properties in our portfolio at acceptable prices;

- the impact on our tenants, operators, or borrowers, particularly in our senior housing portfolio, of lawsuits related to 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;

- material increases in our insurance costs and larger deductibles or the inability to obtain insurance at economically reasonable rates;

The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial [removed: condition] [added: condition,] and results of operations.

This section generally discusses the results of our operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020.][added: 2021.]

For a discussion of the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019,] [added: 2020,] please refer to Part II, Item 7.

[removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] filed with the SEC on February [removed: 10, 2021.][added: 9, 2022.]

- Non-GAAP Financial [removed: Measure] [added: Measures] Reconciliations

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

[removed: *Westview] [added: Northwest] Medical [removed: Plaza*][added: Plaza]

[removed: *MOB Portfolio*][added: Webster MOB Portfolio]

In [removed: September 2021,] [added: March 2022,] we acquired [added: a portfolio of] two MOBs in [removed: Dallas,] [added: Houston,] Texas for [removed: $60] [added: $43] million.

[removed: *Concord] [added: Concord] Avenue [removed: Campus*][added: Land Parcels]

In [removed: October 2021,] [added: January 2023,] we closed a life science acquisition in Cambridge, Massachusetts for [removed: $73] [added: $9] million.

[removed: *Vista] [added: Vista] Sorrento Phase [removed: 1*][added: II]

In [removed: October 2021,] [added: December 2022,] we closed a life science acquisition in Cambridge, Massachusetts for [removed: $123] [added: $18] million.

[removed: *South] [added: South] San Francisco [removed: Land Site*][added: Joint Ventures]

[removed: *67] [added: 67] Smith [removed: Place*][added: Place]

- [removed: In January] [added: During the year ended December 31,] 2022, we sold one life science facility [added: in Utah] for $14 million.

- In [removed: November 2021,] [added: January 2023,] we completed a [removed: green bond offering, issuing $500] [added: public offering of $400] million aggregate principal amount of [removed: 2.125%] [added: 5.25%] senior unsecured notes due [removed: 2028.][added: in 2032.]

- In [removed: 2021,] [added: July 2022,] we increased the maximum aggregate face or principal amount that can be outstanding at any one time under [removed: our] [added: the] commercial paper program from [removed: $1.0] [added: $1.5] billion to [removed: $1.5] [added: $2.0] billion.

[removed: -] During the year ended December 31, [removed: 2021,] [added: 2022,] we [removed: utilized the forward provisions under the ATM Program (as defined below) to allow for the sale of an aggregate of 9.1] [added: repurchased 2.1] million shares of our common stock [added: under our Share Repurchase Program] at [removed: an initial] [added: a] weighted average [removed: net] price of [removed: $35.25] [added: $27.16] per [removed: share, after commissions.][added: share for a total of $56 million.]

Development [added: and Redevelopment] Activities

- During the year ended December 31, [removed: 2021,] [added: 2022,] the following projects were placed in service: (i) [removed: one life science] [added: three MOB] development [removed: project] [added: projects] with [removed: a] total [removed: project cost] [added: costs] of [removed: $151 million at completion,] [added: $58 million,] (ii) [removed: one life science] [added: three MOB] redevelopment [removed: project] [added: projects] with [removed: a] total [removed: project cost] [added: costs] of [removed: $19 million at completion,] [added: $32 million,] (iii) [removed: two redevelopment assets in our unconsolidated SWF SH JV] [added: four life science development projects] with [removed: our aggregate share of] total [removed: project] costs of [removed: $23 million at completion,] [added: $317 million,] (iv) [removed: one medical office development with a total project cost of $49 million at completion, (v) one medical office development with a total project cost of $5 million at completion, (vi) one medical office] [added: two life science] redevelopment [added: projects] with [removed: a] total [removed: project cost] [added: costs] of [removed: $10 million at completion,] [added: $104 million,] and [removed: (vii)] [added: (v)] a portion of [removed: one] [added: two] life science development [added: projects] with [removed: a] total [removed: project cost] [added: costs] of [removed: $75 million at completion.][added: $193 million.]

Quarterly cash dividends paid during [removed: 2021] [added: 2022] aggregated to $1.20 per share.

On [removed: January 27, 2022,] [added: February 1, 2023,] our Board of Directors declared a quarterly cash dividend of $0.30 per common share.

The dividend will be paid on February [removed: 22, 2022] [added: 23, 2023] to stockholders of record as of the close of business on February [removed: 11, 2022.][added: 9, 2023.]

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

We have other non-reportable segments that are comprised primarily of: (i) an interest in our unconsolidated SWF SH [removed: JV and] [added: JV,] (ii) [added: loans receivable, and (iii) marketable] debt [removed: investments.][added: securities.]

Same-Store NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our [removed: consolidated] portfolio of [removed: properties.][added: properties, excluding properties within the other non-reportable segments.]

Adjustments for joint ventures are calculated to reflect our [removed: pro-rata] [added: pro rata] share of both our consolidated and unconsolidated joint ventures.

Our [removed: pro-rata] [added: pro rata] share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period.

We do not control the unconsolidated joint ventures, and the [removed: pro-rata] [added: pro rata] presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items.

The presentation of [removed: pro-rata] [added: pro rata] information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their [removed: pro-rata] [added: pro rata] interest differently, limiting the usefulness as a comparative measure.

Because of these limitations, the [removed: pro-rata] [added: pro rata] financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP.

We compensate for these limitations by relying primarily on our GAAP financial statements, using the [removed: pro-rata] [added: pro rata] financial information as a supplement.

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

See FFO for further disclosure regarding our use of [removed: pro-rata] [added: pro rata] share information and its limitations.

[removed: Although our AFFO computation may not be comparable to that of other REITs, management] [added: Management] believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a [removed: REIT.][added: REIT, and by presenting AFFO, we are assisting these parties in their evaluation.]

AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with [added: GAAP and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with] GAAP.

Comparison of the Year Ended December 31, [removed: 2021] [added: 2022] to the Year Ended December 31, [removed: 2020][added: 2021]

[removed: *2021] [added: *2022] and [removed: 2020*][added: 2021*]

The following table summarizes results for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] (in thousands):

- Market Trends and Uncertainties

Market Trends and Uncertainties

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

Rising interest rates, high inflation, supply chain disruptions, ongoing geopolitical tensions, and increased volatility in public equity and fixed income markets have led to increased costs and limited the availability of capital.

To the extent our tenants or operators experience increased costs or financing difficulties due to the foregoing macroeconomic conditions, they may be unable or unwilling to make payments or perform their obligations when due.

In addition, increased interest rates could affect our borrowing costs and the fair value of our fixed rate instruments.

We have also been affected by significant inflation in construction costs over the past couple of years, which, together with rising costs of capital, have negatively affected the expected yields on our development and redevelopment projects.

In addition, labor shortages and global supply chain disruptions, including procurement delays and long lead times on certain materials, have adversely impacted and could continue to adversely impact the scheduled completion and/or costs of these projects.

Further, the full, long-term economic impact of the Covid pandemic on the operations of our CCRCs and the senior housing facilities owned by our SWF SH JV remains uncertain.

Many factors cannot be predicted and will remain unpredictable, including the impact, duration, and severity of new variants and outbreaks.

Due to these uncertainties, at this time, we are not able to estimate the full impact of Covid on our consolidated financial position, results of operations, and cash flows in the future.

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

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

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

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

Land Parcel Acquisition Subsequent to Year-End

- During the year ended December 31, 2022, we sold our remaining hospital under a direct financing lease (“DFL”) for $68 million.

- During the year ended December 31, 2022, we sold five MOBs and one MOB land parcel for $36 million.

- In January 2023, we sold two life science facilities in Durham, North Carolina for $113 million.

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

- In August 2022, we executed a term loan agreement that provides for two senior unsecured delayed draw term loans in an aggregate principal amount of up to $500 million (the “2022 Term Loan Facilities”).

In October 2022, the entirety of the $500 million under the 2022 Term Loan Facilities was drawn.

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

- In August 2022, our Board of Directors approved the Share Repurchase Program under which we may acquire shares of our common stock in the open market up to an aggregate purchase price of $500 million.

- In December 2022, we settled all 9.1 million shares previously outstanding under forward contracts under our ATM Program (as defined below) at a weighted average net price of $34.01 per share, after commissions, resulting in net proceeds of $308 million.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

NOI and Adjusted NOI are calculated as NOI and Adjusted NOI from consolidated properties, plus our share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period).

Management utilizes its share of NOI and Adjusted NOI in assessing its performance as we have various joint ventures that contribute to its performance.

We do not control our unconsolidated joint ventures, and our share of amounts from unconsolidated joint ventures do not represent our legal claim to such items.

Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Same-Store NOI and Adjusted NOI (see NOI definition above for further discussion regarding our use of pro-rata share information and its limitations).

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

These adjustments are net of tax, when applicable.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures.

| Nareit FFO | | | | | | 895,166 | | | | | | 604,726 | | | | | | | | | | | | | | | | | | 290,440 | | |

| FFO as Adjusted | | | | | | 940,933 | | | | | | 870,645 | | | | | | | | | | | | | | | | | | 70,288 | | |

| AFFO | | | | | | 783,702 | | | | | | 727,870 | | | | | | | | | | | | | | | | | | 55,832 | | |

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

- Covid Update

Covid Update

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

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

The impact of Covid on the ability of our tenants to pay rent in the future is currently unknown.

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

In the event we conclude that substantially all of a tenant’s straight-line rent or accounts receivable is not probable of collection in the future, such amounts will be written off, which could have a material impact on our future results of operations.

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.

All development, redevelopment, and tenant improvement projects that were previously delayed have been allowed to restart with infection control protocols in place, although future local, state, or federal orders could cause work to be suspended, and individual projects may be affected by outbreaks.

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 taken, and will continue to take, proactive measures to provide for the well-being of our employees.

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.

Real Estate Investment Acquisitions

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.

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*

In July 2021, we acquired one MOB in Wichita, Kansas for $50 million.

*Atlantic Health*

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

*Baylor Centennial*

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 San Diego, California for $20 million.

*Swedish Medical*

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

*Lakeview Medical Pavilion*

In October 2021, we acquired one MOB in New Orleans, Louisiana for $34 million.

*Mooney Street Parcels*

*725 Concord*

In October 2021, we acquired one MOB and an adjacent land parcel in Cambridge, Massachusetts for $80 million.

At December 31, [removed: 2021,] [added: 2022,] our exposure to interest rate risk was primarily on our variable rate debt.

At December 31, [removed: 2021,] [added: 2022,] $142 million of our [removed: variable-rate] [added: variable rate mortgage] debt was [removed: subject] [added: swapped] to [added: fixed through] interest rate [removed: cap agreements.][added: swap instruments.]

At December 31, [removed: 2021,] [added: 2022,] both the fair value and carrying value of the interest rate [removed: caps] [added: swap instruments] were [removed: $0.4] [added: $30] million.

Our remaining variable rate debt at December 31, [removed: 2021] [added: 2022] was comprised of our [removed: bank line of credit,] commercial paper [removed: program,] [added: program] and certain of our mortgage debt.

[removed: However, interest] [added: Interest] rate changes will affect the fair value of our fixed rate instruments.

At December 31, [removed: 2021,] [added: 2022,] a one percentage point increase [removed: or decrease] in interest rates would [removed: change] [added: decrease] the fair value of our fixed rate debt by approximately [removed: $309] [added: $214] million and [removed: $335 million, respectively, and] [added: a one percentage point decrease in interest rates] would [removed: not materially impact earnings or cash flows.][added: increase the fair value of our fixed rate debt by approximately $229 million.]

Additionally, a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate debt investments by approximately [removed: $2 million and would not materially impact earnings or cash flows.][added: $1 million.]

Assuming a one percentage point [removed: change] [added: increase] in the interest [removed: rate] [added: rates] related to our [removed: variable-rate debt and investments,] [added: variable rate debt,] and assuming no other changes in the outstanding balance at December 31, [removed: 2021,] [added: 2022,] our annual interest expense would increase by approximately [removed: $13] [added: $10] million.

At December 31, [removed: 2021,] [added: 2022,] both the fair value and carrying value of marketable debt securities was [removed: $21] [added: $22] million.

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 our derivative portfolio in order to determine the change in fair value.

At December 31, 2022, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by approximately $23 million.

At December 31, 2022, the $500 million 2022 Term Loan Facilities were swapped to fixed through forward-starting interest rate swap instruments.

The interest rate swap instruments are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable rate debt to fixed interest rates.

These changes would not materially impact earnings or cash flows.

Lastly, assuming a one percentage point decrease in the interest rates related to our variable rate loans receivable, and assuming no other changes in the outstanding balance at December 31, 2022, our annual interest income would decrease by $2 million.

These securities matured on December 31, 2022, and we received the related proceeds in January 2023.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

The interest rate caps are non-designated hedges and manage our exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates.

Our corporate headquarters are located in Denver, Colorado, and we have additional offices in [removed: Irvine, California] [added: California, Tennessee,] and [removed: Franklin, Tennessee.][added: Massachusetts.]

[removed: Refer to the discussion] [added: For a description] of [removed: recent dispositions in] [added: our significant activities during 2022, see] “Item 7, [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations—Overview of Transactions” [removed: for additional information.][added: in this report.]

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

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

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

At December 31, [removed: 2021,] [added: 2022,] our portfolio of investments, including properties in our unconsolidated joint ventures, consisted of interests in [removed: 484] [added: 480] properties.

The following table summarizes information for our reportable segments, excluding discontinued operations, for the year ended December 31, [removed: 2021] [added: 2022] (dollars in thousands):

| Segment | | | | | | Total Portfolio Adjusted [removed: NOI(1)(2)] [added: NOI(1)] | | | | | | Percentage of Total Portfolio Adjusted NOI(1) | | | | | | Number of Properties | | |

| Other non-reportable | | | | | | [removed: 17,484] [added: 16,920] | | | | | | 2 | | % | | | | 19 | | |

[removed: Operating results for these portfolios] [added: Therefore, the assets] are [removed: reported] [added: classified] as discontinued operations [removed: for] [added: in] all periods presented herein.

(iii)Our *partnerships*: We work with leading [added: pharmaceutical and biotechnical companies,] healthcare companies, operators, and service providers and are responsive to their space and capital needs.

- Replace tenants [removed: and operators] at the best available market terms and lowest possible transaction costs.

We believe we are well-positioned to attract new tenants and [removed: operators and] achieve attractive rental rates and operating cash flow as a result of the location, design, and maintenance of our properties, together with our reputation for high-quality building [removed: services and] [added: services,] responsiveness to tenants, and our ability to offer space alternatives within our portfolio.

We structure lease extensions, early renewals, or modifications, which reduce the cost associated with lease [removed: downtime or the re-investment risk resulting from the exercise of tenants’ purchase options,] [added: downtime,] while securing the tenancy and relationship of our high quality tenants [removed: and operators] on a long-term basis.

We [removed: monitor, but do not limit,] [added: monitor] our investments based on the percentage of our total assets that may be invested in any one property type, investment vehicle, or geographic location, the number of properties that may be leased to a single tenant or operator, or loans that may be made to a single borrower.

We believe we are well-positioned to achieve external growth through acquisitions, [removed: financing,] [added: development,] and [removed: development.][added: redevelopment.]

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

- our relationships with leading [added: pharmaceutical and biotechnology tenants,] healthcare operators and systems, investment banks and other market intermediaries, corporations, private equity firms, not-for-profit organizations, and [removed: public institutions] [added: companies] seeking to monetize existing assets or develop new facilities;

While these properties have [added: certain] characteristics similar to commercial office buildings, they generally [added: accommodate heavier floor loads and] contain more advanced electrical, mechanical, heating, ventilating, and air conditioning systems.

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

At December 31, [removed: 2021, 88%] [added: 2022, 92%] of our life science properties were triple-net leased (based on leased square feet).

The following table provides information about our most significant life science tenant concentration for the year ended December 31, [removed: 2021:][added: 2022:]

| Amgen, Inc. | | | | | | [removed: 8] [added: 6] | | % | | | | [removed: 3] [added: 2] | | % |

While these facilities [removed: are similar] [added: have certain similarities] to commercial office buildings, they require additional plumbing, electrical, and mechanical systems to accommodate multiple exam rooms that may require sinks in every room and [removed: special] [added: specialized] equipment such as x-ray [removed: machines.][added: machines and MRIs.]

[removed: In addition,] MOBs are often built to accommodate higher structural loads for [removed: certain] [added: such specialized] equipment and may contain vaults or other [removed: specialized] [added: unique] construction.

Our MOBs are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 87% of our MOBs located on or adjacent to hospital campuses and 98% affiliated with hospital systems as of December 31, [removed: 2021] [added: 2022] (based on [removed: available] [added: total] square feet).

At December 31, [removed: 2021,] [added: 2022,] approximately 65% of our MOBs were [removed: net] [added: triple-net] leased (based on leased square feet) with the remaining leased under gross or modified gross leases.

The following table provides information about our most significant medical office tenant concentration for the year ended December 31, [removed: 2021:][added: 2022:]

| HCA Healthcare, Inc. (HCA) | | | | | | [removed: 22] [added: 23] | | % | | | | 8 | | % |

CCRCs are retirement communities that include independent living, assisted living, [added: memory care,] and skilled nursing units to provide a continuum of care in an integrated campus.

Our CCRCs are owned through RIDEA structures, which is permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of [removed: 2007 (commonly referred to as “RIDEA”).][added: 2007.]

CCRCs are appealing as they allow residents to “age in place” and typically [removed: require] the individual [removed: to be] [added: is] independent and in relatively good health upon entry.

At December 31, [removed: 2021,] [added: 2022,] we had the following investments in our other non-reportable segments: (i) our unconsolidated joint venture with a sovereign wealth fund that owns 19 senior housing assets (which we refer to as our SWF SH JV), [removed: and] (ii) [added: loans receivable, and (iii) marketable] debt [removed: investments.][added: securities.]

Government Regulation, [removed: Licensing] [added: Licensing,] and Enforcement

Our healthcare facility operators (which include our TRS entities when we use a RIDEA structure) and tenants are subject to extensive and complex federal, state, and local healthcare laws and regulations relating to quality of care, licensure and certificate of need, [added: resident rights (including abuse and neglect), consumer protection,] government reimbursement, fraud and abuse practices, and similar laws governing the operation of healthcare [removed: facilities, and we expect the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management, and provision of services, among others.][added: facilities.]

These regulations are wide ranging and can subject our tenants and operators to civil, criminal, and administrative [removed: sanctions.][added: sanctions, including enhanced or additional penalties, sanctions, and other adverse actions that may arise under new regulations adopted in response to Covid.]

There are various extremely complex U.S. federal and state laws and regulations governing healthcare providers’ [added: referrals,] relationships and arrangements and prohibiting fraudulent and abusive practices by such providers.

Violations of U.S. healthcare fraud and abuse laws carry civil, criminal, and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement, [added: payment suspensions,] and potential exclusion from Medicare, [removed: Medicaid] [added: Medicaid,] or other federal or state healthcare programs.

Our tenants and operators that participate in government reimbursement programs are subject to these [removed: laws,] [added: laws] and may become the subject of governmental enforcement actions or whistleblower actions if they fail to comply with applicable laws.

Additionally, new and evolving payor and provider programs in the U.S., including Medicare Advantage, Dual Eligible, Accountable Care Organizations, [added: Post-Acute Care Payment Models, SNF Value-Based Purchasing Programs,] and Bundled Payments could adversely impact our tenants’ and operators’ liquidity, financial condition, or results of operations.

| Life science | | | | | | $ | 552,533 | | | | | 50 | | % | | | | 149 | | |

| Medical office | | | | | | 432,969 | | | | | | 39 | | % | | | | 297 | | |

| CCRC | | | | | | 103,841 | | | | | | 9 | | % | | | | 15 | | |

| | | | | | | $ | 1,106,263 | | | | | 100 | | % | | | | 480 | | |

*UPREIT Reorganization*

On February 7, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with New Healthpeak, Inc., a Maryland corporation (“New Healthpeak”) and our wholly owned subsidiary, and Healthpeak Merger Sub, Inc., a Maryland corporation (“Merger Sub”) that is a wholly owned subsidiary of New Healthpeak.

The purpose of the transactions contemplated by the Merger Agreement is for us to implement a corporate reorganization into a new holding company structure commonly referred to as an Umbrella Partnership Real Estate Investment Trust, or UPREIT (the “Reorganization”).

Pursuant to the Merger Agreement, Merger Sub will merge with and into our company, with our company continuing as the surviving corporation and a wholly owned subsidiary of New Healthpeak (the “Merger”).

The Merger is expected to be effective as of February 10, 2023 (the “Effective Time”).

As part of the Merger, our name will change to Healthpeak Properties Interim, Inc., and, effective immediately after the Effective Time, New Healthpeak’s name will be changed to Healthpeak Properties, Inc. The Merger is expected to be conducted in accordance with Section 3-106.2 of the Maryland General Corporation Law.

Accordingly, the Merger will not require the approval of our stockholders, and the Merger will not give rise to statutory dissenters’ rights.

In connection with the Reorganization and immediately following the Merger, we will convert from a Maryland corporation to a Maryland limited liability company named Healthpeak OP, LLC (“Healthpeak OP”).

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

Following the Merger, the business, management and board of directors of New Healthpeak will be identical to the business, management and board of directors of our company immediately before the Merger, except that the business of the company is expected to be conducted exclusively through Healthpeak OP.

The consolidated assets and liabilities of New Healthpeak immediately following the Merger will be identical to the consolidated assets and liabilities of our company immediately prior to the Merger.

New Healthpeak will not hold any assets directly other than its ownership interest in Healthpeak OP and certain de minimis assets that may be held for certain administrative functions.

None of the properties owned by us or our subsidiaries or any interests therein will be transferred as part of the Reorganization.

All material indebtedness of our company immediately prior to the Merger will remain the indebtedness of Healthpeak OP after the Merger.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

- our control of land sites held for future development.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

We expect the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management, and provision of services, among others.

Federal, state, and local officials are increasingly focusing their efforts on enforcement of these laws and regulations.

In addition, our operators are subject to a variety of laws, regulations, and executive orders relating to operators’ response to the Covid pandemic, which can vary based on the provider type and jurisdiction, complicating compliance efforts.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

Our tenants and operators who participate in governmental healthcare programs are subject to government reviews, audits, and investigations to verify compliance with these programs and applicable laws and regulations.

Governmental healthcare programs are highly regulated and are subject to frequent and substantial legislative, regulatory, and interpretive changes, which could adversely affect reimbursement rates and the method and timing of payment under these programs.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

We use an integrated approach to ESG throughout our business to identify risks and opportunities, capture efficiencies and cost savings, and report on the issues most relevant to stakeholders.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

For a description of the risks associated with climate risk matters, see “Item 1A, Risk Factors” in this report.

*Social:* See “—Human Capital Matters” below.

Our recent ESG highlights include:

- Reported a reduction of 3.4% in Scope 1 and Scope 2 greenhouse gas emissions (“GHG”) in 2021 compared to 2020 on a like-for-like comparative basis (as defined below)

- 2 new LEED certifications and 65 new ENERGY STAR certifications obtained in 2022

- Named an ENERGY STAR Partner of the Year in 2022

- Named to *Fortune*’s inaugural Modern Board 25 list for the first time

- Named a *Wall Street Journal* Best-Managed Company for the first time

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

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

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

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

(2)For the year ended December 31, 2021, Adjusted NOI for our senior housing triple-net and SHOP portfolios was $7 million and $4 million, respectively.

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

- our control of sites (including assets under contract with radius restrictions).

Our Compensation and Human Capital Committee of the Board oversees human capital matters, including culture, diversity, equity, inclusion, talent acquisition and development, compensation, and succession planning, discussed below under “—Human Capital Matters.” In addition, our Social Responsibility Committee leads our local philanthropic and volunteer activities.

Our numerous ESG recognitions in 2021 include:

- Short-listed for Best Proxy Statement by IR Magazine and Corporate Secretary for the second consecutive year in recognition of our leading proxy statement disclosure practices

- Listed in S&P Global’s North America Dow Jones Sustainability Index for the ninth consecutive year, recognizing top ESG performance in our sector

- Named to 3BL Media’s 100 Best Corporate Citizens list for the third consecutive year

- Received a rating of “Prime” by ISS ESG Corporate Rating for our excellence in ESG performance and disclosure within our industry

Employee satisfaction increased for the sixth consecutive year in 2021.

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.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: 5050] [added: 4600] South Syracuse Street, Suite [removed: 800][added: 500]

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: $12.8] [added: $10.2] billion.

As of February [removed: 7, 2022,] [added: 6, 2023,] there were [removed: 539,304,127] [added: 546,782,509] shares of the registrant’s $1.00 par value common stock outstanding.

Portions of the definitive Proxy Statement for the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2021,] [added: 2022,] have been incorporated by reference into Part III of this Report.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

| [Cautionary Language Regarding Forward-Looking [removed: Statements](#i6051e6e3ee904100a32e571ed1a40801_10)] [added: Statements](#i0e89d5fc23c841beba74211ca606ff6b_10)] | | | | | | [removed: [1](#i6051e6e3ee904100a32e571ed1a40801_10)] [added: [1](#i0e89d5fc23c841beba74211ca606ff6b_10)] | | |

| [removed: [Risk](#i6051e6e3ee904100a32e571ed1a40801_2449) [Factors Summary](#i6051e6e3ee904100a32e571ed1a40801_2449)] [added: [Risk Factors Summary](#i0e89d5fc23c841beba74211ca606ff6b_13)] | | | | | | [removed: [1](#i6051e6e3ee904100a32e571ed1a40801_2449)] [added: [1](#i0e89d5fc23c841beba74211ca606ff6b_13)] | | |

| [Item [removed: 1.](#i6051e6e3ee904100a32e571ed1a40801_16)] [added: 1.](#i0e89d5fc23c841beba74211ca606ff6b_19)] | | | [removed: [Business](#i6051e6e3ee904100a32e571ed1a40801_16)] [added: [Business](#i0e89d5fc23c841beba74211ca606ff6b_19)] | | | [removed: [3](#i6051e6e3ee904100a32e571ed1a40801_16)] [added: [3](#i0e89d5fc23c841beba74211ca606ff6b_19)] | | |

| [Item [removed: 1A.](#i6051e6e3ee904100a32e571ed1a40801_19)] [added: 1A.](#i0e89d5fc23c841beba74211ca606ff6b_22)] | | | [Risk [removed: Factors](#i6051e6e3ee904100a32e571ed1a40801_19)] [added: Factors](#i0e89d5fc23c841beba74211ca606ff6b_22)] | | | [removed: [12](#i6051e6e3ee904100a32e571ed1a40801_19)] [added: [12](#i0e89d5fc23c841beba74211ca606ff6b_22)] | | |

| [Item [removed: 1B.](#i6051e6e3ee904100a32e571ed1a40801_22)] [added: 1B.](#i0e89d5fc23c841beba74211ca606ff6b_25)] | | | [Unresolved Staff [removed: Comments](#i6051e6e3ee904100a32e571ed1a40801_22)] [added: Comments](#i0e89d5fc23c841beba74211ca606ff6b_25)] | | | [removed: [33](#i6051e6e3ee904100a32e571ed1a40801_22)] [added: [29](#i0e89d5fc23c841beba74211ca606ff6b_25)] | | |

| [Item [removed: 2.](#i6051e6e3ee904100a32e571ed1a40801_25)] [added: 2.](#i0e89d5fc23c841beba74211ca606ff6b_28)] | | | [removed: [Properties](#i6051e6e3ee904100a32e571ed1a40801_25)] [added: [Properties](#i0e89d5fc23c841beba74211ca606ff6b_28)] | | | [removed: [33](#i6051e6e3ee904100a32e571ed1a40801_25)] [added: [29](#i0e89d5fc23c841beba74211ca606ff6b_28)] | | |

| [Item [removed: 3.](#i6051e6e3ee904100a32e571ed1a40801_28)] [added: 3.](#i0e89d5fc23c841beba74211ca606ff6b_31)] | | | [Legal [removed: Proceedings](#i6051e6e3ee904100a32e571ed1a40801_28)] [added: Proceedings](#i0e89d5fc23c841beba74211ca606ff6b_31)] | | | [removed: [36](#i6051e6e3ee904100a32e571ed1a40801_28)] [added: [32](#i0e89d5fc23c841beba74211ca606ff6b_31)] | | |

| [Item [removed: 4.](#i6051e6e3ee904100a32e571ed1a40801_31)] [added: 4.](#i0e89d5fc23c841beba74211ca606ff6b_34)] | | | [Mine Safety [removed: Disclosures](#i6051e6e3ee904100a32e571ed1a40801_31)] [added: Disclosures](#i0e89d5fc23c841beba74211ca606ff6b_34)] | | | [removed: [36](#i6051e6e3ee904100a32e571ed1a40801_31)] [added: [32](#i0e89d5fc23c841beba74211ca606ff6b_34)] | | |

| [Item [removed: 5.](#i6051e6e3ee904100a32e571ed1a40801_37)] [added: 5.](#i0e89d5fc23c841beba74211ca606ff6b_40)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6051e6e3ee904100a32e571ed1a40801_37)] [added: Securities](#i0e89d5fc23c841beba74211ca606ff6b_40)] | | | [removed: [37](#i6051e6e3ee904100a32e571ed1a40801_37)] [added: [33](#i0e89d5fc23c841beba74211ca606ff6b_40)] | | |

| [Item [removed: 6.](#i6051e6e3ee904100a32e571ed1a40801_40)] [added: 6.](#i0e89d5fc23c841beba74211ca606ff6b_43)] | | | [removed: [\[Reserved\]](#i6051e6e3ee904100a32e571ed1a40801_40)] [added: [\[Reserved\]](#i0e89d5fc23c841beba74211ca606ff6b_43)] | | | [removed: [39](#i6051e6e3ee904100a32e571ed1a40801_40)] [added: [36](#i0e89d5fc23c841beba74211ca606ff6b_43)] | | |

| [Item [removed: 7.](#i6051e6e3ee904100a32e571ed1a40801_43)] [added: 7.](#i0e89d5fc23c841beba74211ca606ff6b_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6051e6e3ee904100a32e571ed1a40801_43)] [added: Operations](#i0e89d5fc23c841beba74211ca606ff6b_46)] | | | [removed: [39](#i6051e6e3ee904100a32e571ed1a40801_43)] [added: [36](#i0e89d5fc23c841beba74211ca606ff6b_46)] | | |

| [Item [removed: 7A.](#i6051e6e3ee904100a32e571ed1a40801_100)] [added: 7A.](#i0e89d5fc23c841beba74211ca606ff6b_94)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6051e6e3ee904100a32e571ed1a40801_100)] [added: Risk](#i0e89d5fc23c841beba74211ca606ff6b_94)] | | | [removed: [60](#i6051e6e3ee904100a32e571ed1a40801_100)] [added: [57](#i0e89d5fc23c841beba74211ca606ff6b_94)] | | |

| [Item [removed: 8.](#i6051e6e3ee904100a32e571ed1a40801_103)] [added: 8.](#i0e89d5fc23c841beba74211ca606ff6b_97)] | | | [Financial Statements and Supplementary [removed: Data](#i6051e6e3ee904100a32e571ed1a40801_103)] [added: Data](#i0e89d5fc23c841beba74211ca606ff6b_97)] | | | [removed: [62](#i6051e6e3ee904100a32e571ed1a40801_103)] [added: [58](#i0e89d5fc23c841beba74211ca606ff6b_97)] | | |

| [Item [removed: 9.](#i6051e6e3ee904100a32e571ed1a40801_244)] [added: 9.](#i0e89d5fc23c841beba74211ca606ff6b_214)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6051e6e3ee904100a32e571ed1a40801_244)] [added: Disclosure](#i0e89d5fc23c841beba74211ca606ff6b_214)] | | | [removed: [135](#i6051e6e3ee904100a32e571ed1a40801_244)] [added: [127](#i0e89d5fc23c841beba74211ca606ff6b_214)] | | |

| [Item [removed: 9A.](#i6051e6e3ee904100a32e571ed1a40801_247)] [added: 9A.](#i0e89d5fc23c841beba74211ca606ff6b_217)] | | | [Controls and [removed: Procedures](#i6051e6e3ee904100a32e571ed1a40801_247)] [added: Procedures](#i0e89d5fc23c841beba74211ca606ff6b_217)] | | | [removed: [136](#i6051e6e3ee904100a32e571ed1a40801_247)] [added: [127](#i0e89d5fc23c841beba74211ca606ff6b_217)] | | |

| [Item [removed: 9B.](#i6051e6e3ee904100a32e571ed1a40801_253)] [added: 9B.](#i0e89d5fc23c841beba74211ca606ff6b_223)] | | | [Other [removed: Information](#i6051e6e3ee904100a32e571ed1a40801_253)] [added: Information](#i0e89d5fc23c841beba74211ca606ff6b_223)] | | | [removed: [138](#i6051e6e3ee904100a32e571ed1a40801_253)] [added: [129](#i0e89d5fc23c841beba74211ca606ff6b_223)] | | |

| [Item [removed: 9C.](#i6051e6e3ee904100a32e571ed1a40801_2442)] [added: 9C.](#i0e89d5fc23c841beba74211ca606ff6b_226)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6051e6e3ee904100a32e571ed1a40801_2442)] [added: Inspections](#i0e89d5fc23c841beba74211ca606ff6b_226)] | | | [removed: [138](#i6051e6e3ee904100a32e571ed1a40801_2442)] [added: [129](#i0e89d5fc23c841beba74211ca606ff6b_226)] | | |

| [Item [removed: 10.](#i6051e6e3ee904100a32e571ed1a40801_259)] [added: 10.](#i0e89d5fc23c841beba74211ca606ff6b_232)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i6051e6e3ee904100a32e571ed1a40801_259)] [added: Governance](#i0e89d5fc23c841beba74211ca606ff6b_232)] | | | [removed: [139](#i6051e6e3ee904100a32e571ed1a40801_259)] [added: [130](#i0e89d5fc23c841beba74211ca606ff6b_232)] | | |

| [Item [removed: 11.](#i6051e6e3ee904100a32e571ed1a40801_262)] [added: 11.](#i0e89d5fc23c841beba74211ca606ff6b_235)] | | | [Executive [removed: Compensation](#i6051e6e3ee904100a32e571ed1a40801_262)] [added: Compensation](#i0e89d5fc23c841beba74211ca606ff6b_235)] | | | [removed: [139](#i6051e6e3ee904100a32e571ed1a40801_262)] [added: [130](#i0e89d5fc23c841beba74211ca606ff6b_235)] | | |

| [Item [removed: 12.](#i6051e6e3ee904100a32e571ed1a40801_265)] [added: 12.](#i0e89d5fc23c841beba74211ca606ff6b_238)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6051e6e3ee904100a32e571ed1a40801_265)] [added: Matters](#i0e89d5fc23c841beba74211ca606ff6b_238)] | | | [removed: [139](#i6051e6e3ee904100a32e571ed1a40801_265)] [added: [130](#i0e89d5fc23c841beba74211ca606ff6b_238)] | | |

| [Item [removed: 13.](#i6051e6e3ee904100a32e571ed1a40801_268)] [added: 13.](#i0e89d5fc23c841beba74211ca606ff6b_241)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6051e6e3ee904100a32e571ed1a40801_268)] [added: Independence](#i0e89d5fc23c841beba74211ca606ff6b_241)] | | | [removed: [139](#i6051e6e3ee904100a32e571ed1a40801_268)] [added: [130](#i0e89d5fc23c841beba74211ca606ff6b_241)] | | |

| [Item [removed: 14.](#i6051e6e3ee904100a32e571ed1a40801_271)] [added: 14.](#i0e89d5fc23c841beba74211ca606ff6b_244)] | | | [Principal Accountant Fees and [removed: Services](#i6051e6e3ee904100a32e571ed1a40801_271)] [added: Services](#i0e89d5fc23c841beba74211ca606ff6b_244)] | | | [removed: [139](#i6051e6e3ee904100a32e571ed1a40801_271)] [added: [130](#i0e89d5fc23c841beba74211ca606ff6b_244)] | | |

| [Item [removed: 15.](#i6051e6e3ee904100a32e571ed1a40801_277)] [added: 15.](#i0e89d5fc23c841beba74211ca606ff6b_250)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6051e6e3ee904100a32e571ed1a40801_277)] [added: Schedules](#i0e89d5fc23c841beba74211ca606ff6b_250)] | | | [removed: [140](#i6051e6e3ee904100a32e571ed1a40801_277)] [added: [131](#i0e89d5fc23c841beba74211ca606ff6b_250)] | | |

| [Item [removed: 16.](#i6051e6e3ee904100a32e571ed1a40801_283)] [added: 16.](#i0e89d5fc23c841beba74211ca606ff6b_256)] | | | [Form 10-K [removed: Summary](#i6051e6e3ee904100a32e571ed1a40801_283)] [added: Summary](#i0e89d5fc23c841beba74211ca606ff6b_256)] | | | [removed: [143](#i6051e6e3ee904100a32e571ed1a40801_283)] [added: [135](#i0e89d5fc23c841beba74211ca606ff6b_256)] | | |

As more fully set forth under “Item 1A, Risk Factors” in this report, principal risks and uncertainties that may affect our business, financial [removed: condition] [added: condition,] or results of operations include:

- the ability of our existing and future tenants, operators, and borrowers to conduct their respective businesses in a manner [removed: sufficient to maintain or increase their revenues and manage their expenses in order to generate] [added: that generates] sufficient income to make rent and loan payments to [removed: us and our ability to recover investments made, if applicable, in their operations;][added: us;]

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

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

- [removed: high levels of] [added: significant] regulation, funding requirements, [removed: expense] and uncertainty faced by our life science tenants;

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

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

- our ability to foreclose [added: or exercise rights] on collateral securing our real estate-related loans;

- our ability to [removed: make material acquisitions and] successfully integrate [removed: them;][added: or operate acquisitions;]

- [removed: an increase in our] [added: increased] borrowing costs, including due to [removed: higher] [added: rising] interest rates;

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

| [Part I](#i0e89d5fc23c841beba74211ca606ff6b_16) | | | | | | [3](#i0e89d5fc23c841beba74211ca606ff6b_16) | | |

| [Part II](#i0e89d5fc23c841beba74211ca606ff6b_37) | | | | | | [33](#i0e89d5fc23c841beba74211ca606ff6b_37) | | |

| [Part III](#i0e89d5fc23c841beba74211ca606ff6b_229) | | | | | | [130](#i0e89d5fc23c841beba74211ca606ff6b_229) | | |

| [Part IV](#i0e89d5fc23c841beba74211ca606ff6b_247) | | | | | | [131](#i0e89d5fc23c841beba74211ca606ff6b_247) | | |

| | | | [Signatures](#i0e89d5fc23c841beba74211ca606ff6b_259) | | | [136](#i0e89d5fc23c841beba74211ca606ff6b_259) | | |

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

- macroeconomic trends, including inflation, interest rates, labor costs, and unemployment;

- the illiquidity of real estate investments;

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

- economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments;

- investment of substantial resources and time in transactions that are not consummated;

- epidemics, pandemics, or other infectious diseases, including the coronavirus disease (“Covid”), and health and safety measures intended to reduce their spread;

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

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

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

| [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;

- increased competition, operating costs, and market changes affecting our tenants, operators, and borrowers;

- economic and other conditions that negatively affect geographic areas from which we recognize a greater percentage of our revenue;

- changes in global, national and local economic and other conditions;

- availability of security such as letters of credit, security [removed: deposits] [added: deposits,] and guarantees;

The following table summarizes our consolidated property and direct financing lease [removed: ("DFL")] [added: (“DFL”)] investments, excluding investments classified as discontinued operations, as of and for the year ended December 31, [removed: 2021] [added: 2022] (square feet and dollars in thousands):

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

[removed: Gross] [added: (2)Represents gross] real estate [removed: represents] [added: which includes] the carrying amount of real estate after adding back accumulated depreciation and amortization.

Excludes gross real estate related to [removed: medical office and] life science assets held for sale of [removed: $38] [added: $68] million.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

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

| Average annual rent per square foot(1) | | | $ | [removed: 66] [added: 71] | | | | | $ | [removed: 63] [added: 66] | | | | | $ | [removed: 57] [added: 63] | | | | | | | | | | | | | |

| Average occupied square feet | | | [removed: 10,143] [added: 10,610] | | | | | | [removed: 8,714] [added: 10,143] | | | | | | [removed: 7,288] [added: 8,714] | | | | | | | | | | | | | | |

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

| Average annual rent per square foot(1) | | | $ | [removed: 31] [added: 33] | | | | | $ | [removed: 30] [added: 31] | | | | | $ | 30 | | | | | | | | | | | | | |

| Average occupied square feet | | | [removed: 21,046] [added: 21,472] | | | | | | [removed: 20,225] [added: 21,046] | | | | | | [removed: 20,512] [added: 20,225] | | | | | | | | | | | | | | |

| Average occupancy percentage | | | [removed: 79] [added: 82] | | % | | | | [removed: 81] [added: 79] | | % | | | | [removed: 87] [added: 81] | | % | | | | | | | | | | | | |

| Average annual rent per occupied unit(1) | | | $ | [removed: 80,391] [added: 84,664] | | | | | $ | [removed: 80,772] [added: 80,391] | | | | | $ | [removed: 71,858] [added: 80,772] | | | | | | | | | | | | | |

| Average occupied units | | | [removed: 5,881] [added: 5,926] | | | | | | [removed: 5,605] [added: 5,881] | | | | | | [removed: 35] [added: 5,605] | | | | | | | | | | | | | | |

The following table shows tenant lease [removed: expirations, including those related to our DFL,] [added: expirations] 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, and excludes properties in our CCRC [removed: segment,] [added: segment and] assets held for [removed: sale, and discontinued operations] [added: sale] as of December 31, [removed: 2021] [added: 2022] (dollars and square feet in thousands):

| Segment | | | | | | Total | | | | | | [removed: 2022(1) | | | | | | 2023] [added: 2023(1)] | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | 2031 | | | | | | [added: 2032 | | | | | |] Thereafter | | |

| % of segment base rent | | | | | | 100 | | | | | | 5 | | | | | | [removed: 9] [added: 5] | | | | | | [removed: 6] [added: 9] | | | | | | [removed: 9] [added: 5] | | | | | | [removed: 4] [added: 12] | | | | | | [removed: 13] [added: 6] | | | | | | [removed: 7] [added: 9] | | | | | | [removed: 11] [added: 14] | | | | | | [removed: 15] [added: 14] | | | | | | [removed: 12] [added: 8] | | | | | | [removed: 9] [added: 13] | | |

| % of segment base rent | | | | | | 100 | | | | | | [removed: 16] [added: 13] | | | | | | [removed: 10] [added: 13] | | | | | | [removed: 14] [added: 18] | | | | | | [removed: 16] [added: 9] | | | | | | 9 | | | | | | [removed: 5] [added: 7] | | | | | | [removed: 7] [added: 6] | | | | | | [removed: 4] [added: 6] | | | | | | [removed: 6] [added: 7] | | | | | | [removed: 7] [added: 5] | | | | | | [removed: 6] [added: 7] | | |

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

(2)The most recent month’s (or subsequent month’s, if acquired in the most recent month) base rent, including additional rent [removed: floors and cash income from DFLs,] [added: floors,] annualized for 12 months.

Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, [removed: DFL non-cash interest] and deferred revenues).

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

Properties

| California | | | | | | 116 | | | | | | 7,829 | | | | | | $ | 5,687,333 | | | | | $ | 596,288 | | | | | $ | (144,384) | |

| Massachusetts | | | | | | 19 | | | | | | 2,613 | | | | | | 2,750,357 | | | | | | 204,828 | | | | | | (61,506) | | |

| Other (2 States) | | | | | | 6 | | | | | | 240 | | | | | | 54,236 | | | | | | 16,457 | | | | | | (3,253) | | |

| *Total life science* | | | | | | 141 | | | | | | 10,682 | | | | | | $ | 8,491,926 | | | | | $ | 817,573 | | | | | $ | (209,143) | |

| Texas | | | | | | 73 | | | | | | 7,601 | | | | | | $ | 1,514,204 | | | | | $ | 212,591 | | | | | $ | (72,310) | |

| Pennsylvania | | | | | | 4 | | | | | | 1,270 | | | | | | 364,825 | | | | | | 33,764 | | | | | | (14,913) | | |

| California | | | | | | 15 | | | | | | 861 | | | | | | 352,279 | | | | | | 39,458 | | | | | | (18,036) | | |

| South Carolina | | | | | | 18 | | | | | | 1,105 | | | | | | 344,915 | | | | | | 27,124 | | | | | | (5,188) | | |

| Colorado | | | | | | 18 | | | | | | 1,311 | | | | | | 344,223 | | | | | | 43,220 | | | | | | (16,631) | | |

| Florida | | | | | | 26 | | | | | | 1,553 | | | | | | 316,166 | | | | | | 42,949 | | | | | | (15,892) | | |

| Other (29 States)(4) | | | | | | 140 | | | | | | 10,006 | | | | | | 2,546,560 | | | | | | 326,264 | | | | | | (110,339) | | |

| *Total medical office* | | | | | | 294 | | | | | | 23,707 | | | | | | $ | 5,783,172 | | | | | $ | 725,370 | | | | | $ | (253,309) | |

| Florida | | | | | | 9 | | | | | | 4,881 | | | | | | $ | 1,330,325 | | | | | $ | 332,601 | | | | | $ | (272,629) | |

| Other (5 States) | | | | | | 6 | | | | | | 2,302 | | | | | | 606,198 | | | | | | 169,099 | | | | | | (127,910) | | |

| *Total CCRC* | | | | | | 15 | | | | | | 7,183 | | | | | | $ | 1,936,523 | | | | | $ | 501,700 | | | | | $ | (400,539) | |

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

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

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

| Total properties | | | | | | 450 | | | | | | | | | | | | $ | 16,211,621 | | | | | $ | 2,044,643 | | | | | $ | (862,991) | |

(4)Real estate revenues includes income from DFLs for one leased property classified as a DFL which was sold during the first quarter of 2022.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

| Square feet | | | | | | 10,391 | | | | | | 426 | | | | | | 434 | | | | | | 1,185 | | | | | | 595 | | | | | | 1,502 | | | | | | 689 | | | | | | 851 | | | | | | 1,210 | | | | | | 1,434 | | | | | | 716 | | | | | | 1,349 | | |

| Base rent(2) | | | | | | $ | 577,446 | | | | | $ | 27,000 | | | | | $ | 29,065 | | | | | $ | 52,416 | | | | | $ | 25,919 | | | | | $ | 71,660 | | | | | $ | 36,699 | | | | | $ | 52,804 | | | | | $ | 80,566 | | | | | $ | 77,799 | | | | | $ | 46,268 | | | | | $ | 77,250 | |

| Square feet | | | | | | 21,486 | | | | | | 2,517 | | | | | | 2,383 | | | | | | 4,646 | | | | | | 1,791 | | | | | | 1,809 | | | | | | 1,920 | | | | | | 1,285 | | | | | | 1,150 | | | | | | 1,576 | | | | | | 1,348 | | | | | | 1,061 | | |

| Base rent(2) | | | | | | $ | 528,467 | | | | | $ | 68,969 | | | | | $ | 69,119 | | | | | $ | 93,238 | | | | | $ | 48,715 | | | | | $ | 47,585 | | | | | $ | 38,533 | | | | | $ | 33,233 | | | | | $ | 30,386 | | | | | $ | 37,707 | | | | | $ | 27,075 | | | | | $ | 33,907 | |

| Base rent(2) | | | | | | $ | 1,105,913 | | | | | $ | 95,969 | | | | | $ | 98,184 | | | | | $ | 145,654 | | | | | $ | 74,634 | | | | | $ | 119,245 | | | | | $ | 75,232 | | | | | $ | 86,037 | | | | | $ | 110,952 | | | | | $ | 115,506 | | | | | $ | 73,343 | | | | | $ | 111,157 | |

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

Property and Direct Financing Lease Investments

| 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) | |

| *Other─non-reportable:* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Arizona | | | | | | — | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 13 | |

| *Total other non-reportable segments* | | | | | | — | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 13 | |

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

(2)Represents gross real estate and the carrying value of DFLs.

(4)Includes one leased property that is classified as a DFL.

| 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 | |

| Base rent(2) | | | | | | $ | 1,042,309 | | | | | $ | 108,398 | | | | | $ | 102,734 | | | | | $ | 102,713 | | | | | $ | 135,009 | | | | | $ | 69,815 | | | | | $ | 93,326 | | | | | $ | 70,685 | | | | | $ | 77,405 | | | | | $ | 105,354 | | | | | $ | 96,260 | | | | | $ | 80,610 | |

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

At January [removed: 28, 2022,] [added: 27, 2023,] we had [removed: 7,576] [added: 7,206] stockholders of record, and there were [removed: 222,222] [added: 270,018] beneficial holders of our common stock.

| | | | [removed: 2021] [added: 2018] | | | | | | [added: 2019 | | | | | |] 2020 | | | | | | [removed: 2019] [added: 2021] | | | [added: | | | 2022 | | |]

[removed: (1)For] [added: For] the year ended December 31, 2021, the amount includes [removed: $0.1370] [added: $0.137064] of ordinary dividends [removed: that] qualified as business income for purposes of Code Section 199A and [removed: $0.0153] [added: $0.015272] of qualified dividend income for purposes of Code Section 1(h)(11).

For the [removed: years] [added: year] ended December 31, [removed: 2020 and 2019,] [added: 2020,] all [removed: $0.7139 and $0.7633, respectively,] [added: $0.713864] of ordinary dividends qualified as business income for purposes of Code Section 199A.

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

[removed: Code Section 1061 is generally applicable to direct] [added: For the years ended December 31, 2021] and [removed: indirect holders of “applicable partnership interests.” The] [added: 2020, the] “One Year Amounts” and “Three Year Amounts” [removed: required to be disclosed] are [removed: both zero with respect to the 2021 distributions,] [added: each zero,] since all capital gains relate to Code Section 1231 gains.

On [removed: January 27, 2022,] [added: February 1, 2023,] 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 February [removed: 22, 2022] [added: 23, 2023] to stockholders of record as of the close of business on February [removed: 11, 2022.][added: 9, 2023.]

The [added: following] table [removed: below] sets forth [removed: the] information with respect to purchases of our common stock made by or on our behalf during the quarter ended December 31, [removed: 2021.][added: 2022.]

| Period Covered | | | | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid per Share | | | | | | Total Number of [removed: Shares Purchased as Part] [added: Shares Purchased as Part] of [removed: Publicly Announced Plans or Programs] [added: Publicly Announced Plans or Programs(2)] | | | | | | Maximum Number [removed: (or Approximate] [added: (or Approximate] Dollar [removed: Value) of] [added: Value) of] Shares that May [removed: Yet be] [added: Yet be] Purchased [removed: Under the] [added: Under the] Plans or [removed: Programs] [added: Programs(2)] | | |

(1)Represents [removed: restricted] shares [added: of our common stock] withheld under our equity incentive plans to offset tax withholding obligations that occur upon vesting of restricted [removed: shares.][added: stock units.]

The graph and table below compare the cumulative total return of Healthpeak, the S&P 500 Index, and the Equity REIT Index of Nareit, from January 1, [removed: 2017] [added: 2018] to December 31, [removed: 2021.][added: 2022.]

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: 30, 2016] [added: 29, 2017] and assumes quarterly reinvestment of dividends before consideration of income taxes.

(JANUARY 1, [removed: 2017] [added: 2018] = $100)

[removed: ][added: ]

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Ordinary dividends(1) | | | $ | 0.872948 | | | | | $ | 0.152336 | | | | | $ | 0.713864 | |

| Capital gains(2)(3) | | | 0.183208 | | | | | | 0.379960 | | | | | | 0.529796 | | |

| Nondividend distributions | | | 0.143844 | | | | | | 0.667704 | | | | | | 0.236340 | | |

| | | | $ | 1.200000 | | | | | $ | 1.200000 | | | | | $ | 1.480000 | |

(1)For the year ended December 31, 2022, all $0.872948 of ordinary dividends qualified as business income for purposes of Code Section 199A.

(2)For the years ended December 31, 2022, 2021, and 2020, the amount includes $0.017760, $0.379960, and $0.221420, respectively, of Unrecaptured Section 1250 gain.

Code Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” For the year ended December 31, 2022, the “One Year Amounts” and “Three Year Amounts” are 89.6708% of the total capital gain distributions and the remaining capital gain distributions are attributable to Code Section 1231 gains, which are not subject to Code Section 1061.

(3)For the years ended December 31, 2022, 2021, and 2020, 10.3292%, 100%, and 100%, respectively, of the capital gain distributions represent gains from dispositions of U.S. real property interests pursuant to Code Section 897 for foreign shareholders.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

| October 1-31, 2022 | | | | | | 4,853 | | | | | | $ | 22.92 | | | | | — | | | | | | $ | 444,018,701 | |

| November 1-30, 2022 | | | | | | 3,256 | | | | | | 24.01 | | | | | | — | | | | | | 444,018,701 | | |

| December 1-31, 2022 | | | | | | 244 | | | | | | 25.49 | | | | | | — | | | | | | 444,018,701 | | |

| | | | | | | 8,353 | | | | | | $ | 23.42 | | | | | — | | | | | | $ | 444,018,701 | |

(2)On August 1, 2022, our Board of Directors approved a share repurchase program under which we may acquire shares of our common stock in the open market up to an aggregate purchase price of $500 million (the “Share Repurchase Program”).

Purchases of common stock under the Share Repurchase Program may be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities.

The Share Repurchase Program expires in August 2024 and may be suspended or terminated at any time without prior notice.

In August 2022, we repurchased 2.1 million shares of our common stock at a weighted average price of $27.16 per share.

During the fourth quarter of 2022, there were no repurchases; therefore, at December 31, 2022, $444 million of our common stock remained available for repurchase under the Share Repurchase Program.

Amounts do not include the shares of our common stock withheld under our equity incentive plans to offset tax withholding obligations as discussed in footnote 1.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

JANUARY 1, 2018–DECEMBER 31, 2022

| FTSE Nareit Equity REIT Index | | | $ | 95.96 | | | | | $ | 123.46 | | | | | $ | 117.14 | | | | | $ | 165.51 | | | | | $ | 124.22 | |

| S&P 500 | | | 95.61 | | | | | | 125.70 | | | | | | 148.81 | | | | | | 191.48 | | | | | | 156.77 | | |

| Healthpeak Properties, Inc. | | | 113.68 | | | | | | 146.78 | | | | | | 135.52 | | | | | | 167.70 | | | | | | 121.58 | | |

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

| Ordinary dividends(1) | | | $ | 0.1523 | | | | | $ | 0.7139 | | | | | $ | 0.7633 | |

| Capital gains(2) | | | 0.3800 | | | | | | 0.5298 | | | | | | 0.2714 | | |

| Nondividend distributions | | | 0.6677 | | | | | | 0.2363 | | | | | | 0.4453 | | |

| | | | $ | 1.2000 | | | | | $ | 1.4800 | | | | | $ | 1.4800 | |

| 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

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

Index to [added: the] Consolidated Financial Statements

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [63](#i6051e6e3ee904100a32e571ed1a40801_106)] [added: [59](#i0e89d5fc23c841beba74211ca606ff6b_100)] | | |

| [Consolidated Balance [removed: Sheets—December] [added: Sheets—](#i0e89d5fc23c841beba74211ca606ff6b_103)December] 31, [removed: 202](#i6051e6e3ee904100a32e571ed1a40801_109)[1](#i6051e6e3ee904100a32e571ed1a40801_109) [and 20](#i6051e6e3ee904100a32e571ed1a40801_109)20] [added: 2022 [and](#i0e89d5fc23c841beba74211ca606ff6b_103) 2021] | | | [removed: [65](#i6051e6e3ee904100a32e571ed1a40801_109)] [added: [61](#i0e89d5fc23c841beba74211ca606ff6b_103)] | | |

| [Consolidated Statements of Operations—for the years [removed: ended] [added: ended](#i0e89d5fc23c841beba74211ca606ff6b_106)] December 31, [removed: 202](#i6051e6e3ee904100a32e571ed1a40801_115)[1](#i6051e6e3ee904100a32e571ed1a40801_115)[, 20](#i6051e6e3ee904100a32e571ed1a40801_115)[20](#i6051e6e3ee904100a32e571ed1a40801_115)[, and 201](#i6051e6e3ee904100a32e571ed1a40801_115)9] [added: 2022[,](#i0e89d5fc23c841beba74211ca606ff6b_106) 2021[, and](#i0e89d5fc23c841beba74211ca606ff6b_106) 2020] | | | [removed: [66](#i6051e6e3ee904100a32e571ed1a40801_115)] [added: [62](#i0e89d5fc23c841beba74211ca606ff6b_106)] | | |

| [Consolidated Statements of Comprehensive Income (Loss)—for the years [removed: ended] [added: ended](#i0e89d5fc23c841beba74211ca606ff6b_109)] December 31, [removed: 20](#i6051e6e3ee904100a32e571ed1a40801_118)[2](#i6051e6e3ee904100a32e571ed1a40801_118)[1](#i6051e6e3ee904100a32e571ed1a40801_118)[, 20](#i6051e6e3ee904100a32e571ed1a40801_118)[20](#i6051e6e3ee904100a32e571ed1a40801_118)[, and 201](#i6051e6e3ee904100a32e571ed1a40801_118)9] [added: 2022[,](#i0e89d5fc23c841beba74211ca606ff6b_109) 2021[, and](#i0e89d5fc23c841beba74211ca606ff6b_109) 2020] | | | [removed: [67](#i6051e6e3ee904100a32e571ed1a40801_118)] [added: [63](#i0e89d5fc23c841beba74211ca606ff6b_109)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling Interests—for the years [removed: ended] [added: ended](#i0e89d5fc23c841beba74211ca606ff6b_112)] December 31, [removed: 2021, 2020, and 201](#i6051e6e3ee904100a32e571ed1a40801_121)9] [added: 2022[,](#i0e89d5fc23c841beba74211ca606ff6b_112) 2021[, and](#i0e89d5fc23c841beba74211ca606ff6b_112) 2020] | | | [removed: [68](#i6051e6e3ee904100a32e571ed1a40801_121)] [added: [64](#i0e89d5fc23c841beba74211ca606ff6b_112)] | | |

| [Consolidated Statements of Cash Flows—for the years [removed: ended] [added: ended](#i0e89d5fc23c841beba74211ca606ff6b_115)] December 31, [removed: 20](#i6051e6e3ee904100a32e571ed1a40801_127)[2](#i6051e6e3ee904100a32e571ed1a40801_127)[1](#i6051e6e3ee904100a32e571ed1a40801_127)[, 20](#i6051e6e3ee904100a32e571ed1a40801_127)[20](#i6051e6e3ee904100a32e571ed1a40801_127)[, and 201](#i6051e6e3ee904100a32e571ed1a40801_127)9] [added: 2022[,](#i0e89d5fc23c841beba74211ca606ff6b_115) 2021[, and](#i0e89d5fc23c841beba74211ca606ff6b_115) 2020] | | | [removed: [70](#i6051e6e3ee904100a32e571ed1a40801_127)] [added: [66](#i0e89d5fc23c841beba74211ca606ff6b_115)] | | |

| [Notes to [added: the] Consolidated Financial [removed: Statements](#i6051e6e3ee904100a32e571ed1a40801_130)] [added: Statements](#i0e89d5fc23c841beba74211ca606ff6b_118)] | | | [removed: [71](#i6051e6e3ee904100a32e571ed1a40801_130)] [added: [67](#i0e89d5fc23c841beba74211ca606ff6b_118)] | | |

We have audited the accompanying Consolidated Balance Sheets of Healthpeak Properties, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related Consolidated Statements of Operations, Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests, and Cash Flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related Notes and the schedules listed in the Index at Item 15 (collectively referred to as the [removed: "financial statements").][added: “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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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 [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 9, 2022,] [added: 8, 2023,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

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

In particular, the undiscounted cash flows were forecasted based on significant assumptions such as lease-up periods, lease [added: revenue] rates, operating expenses, [added: and] revenue and expense growth rates, [removed: etc.,] and included judgments around the intended hold period and terminal capitalization rates.

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

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

- We performed an independent search for impairment indicators through the evaluation of several factors including an analysis of industry and market data, a comparison of [removed: property] [added: real estate asset] implied capitalization rates to market capitalization rates, and trends in financial performance.

[removed: February 9, 2022][added: 2022]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

[removed: |] Real [removed: estate: | | | | | | | | | | | |][added: Estate]

| Buildings and improvements | | | $ | [removed: 12,025,271] [added: 12,784,078] | | | | | $ | [removed: 11,048,433] [added: 12,025,271] | |

| Development costs and construction in progress | | | [removed: 877,423] [added: 760,355] | | | | | | [removed: 613,182] [added: 877,423] | | |

| Land | | | [removed: 2,603,964] [added: 2,667,188] | | | | | | [removed: 1,867,278] [added: 2,603,964] | | |

| Accumulated depreciation and amortization | | | [removed: (2,839,229)] [added: (3,188,138)] | | | | | | [removed: (2,409,135)] [added: (2,839,229)] | | |

| Net real estate | | | [removed: 12,667,429] [added: 13,023,483] | | | | | | [removed: 11,119,758] [added: 12,667,429] | | |

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

| Loans receivable, net of reserves of [removed: $1,813] [added: $8,280] and [removed: $10,280] [added: $1,813] | | | [removed: 415,811] [added: 374,832] | | | | | | [removed: 195,375] [added: 415,811] | | |

| Investments in and advances to unconsolidated joint ventures | | | [removed: 403,634] [added: 706,677] | | | | | | [removed: 402,871] [added: 403,634] | | |

| Accounts receivable, net of allowance of [removed: $1,870] [added: $2,399] and [removed: $3,994] [added: $1,870] | | | [removed: 48,691] [added: 53,436] | | | | | | [removed: 42,269] [added: 48,691] | | |

| Cash and cash equivalents | | | [removed: 158,287] [added: 72,032] | | | | | | [removed: 44,226] [added: 158,287] | | |

| Restricted cash | | | [removed: 53,454] [added: 54,802] | | | | | | [removed: 67,206] [added: 53,454] | | |

| Intangible assets, net | | | [removed: 519,760] [added: 418,061] | | | | | | [removed: 519,917] [added: 519,760] | | |

| Assets held for sale and discontinued operations, net | | | [removed: 37,190] [added: 49,866] | | | | | | [removed: 2,626,306] [added: 37,190] | | |

| Right-of-use asset, net | | | [removed: 233,942] [added: 237,318] | | | | | | [removed: 192,349] [added: 233,942] | | |

| Other assets, net | | | [removed: 674,615] [added: 780,722] | | | | | | [removed: 665,106] [added: 674,615] | | |

| Total assets | | | $ | [removed: 15,257,519] [added: 15,771,229] | | | | | $ | [removed: 15,920,089] [added: 15,257,519] | |

| Bank line of credit and commercial paper | | | $ | [removed: 1,165,975] [added: 995,606] | | | | | $ | [removed: 129,590] [added: 1,165,975] | |

| Senior unsecured notes | | | [removed: 4,651,933] [added: 4,659,451] | | | | | | [removed: 5,697,586] [added: 4,651,933] | | |

| Mortgage debt | | | [removed: 352,081] [added: 346,599] | | | | | | [removed: 221,621] [added: 352,081] | | |

| Intangible liabilities, net | | | [removed: 177,232] [added: 156,193] | | | | | | [removed: 144,199] [added: 177,232] | | |

| Liabilities related to assets held for sale and discontinued operations, net | | | [removed: 15,056] [added: 4,070] | | | | | | [removed: 415,737] [added: 15,056] | | |

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

| | | | 2022 | | | | | | 2021 | | |

| Term loans | | | 495,957 | | | | | | — | | |

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

| Discontinued operations | | | 0.00 | | | | | | 0.71 | | | | | | 0.50 | | |

| Net income (loss) applicable to common shares | | | $ | 0.92 | | | | | $ | 0.93 | | | | | $ | 0.77 | |

See accompanying Notes to the Consolidated Financial Statements.

[Table](#i0e89d5fc23c841beba74211ca606ff6b_7) [of](#i0e89d5fc23c841beba74211ca606ff6b_7) [Contents](#i0e89d5fc23c841beba74211ca606ff6b_7)

See accompanying Notes to the Consolidated Financial Statements.

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

| | | | Shares | | | | | | Amount | | | | | | Additional Paid-In Capital | | | | | | Cumulative Dividends In Excess Of Earnings | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Total Stockholders’ Equity | | | | | | Total Noncontrolling Interests | | | | | | Total Equity | | | | | | Redeemable Noncontrolling Interests | | |

| December 31, 2021 | | | 539,097 | | | | | | $ | 539,097 | | | | | $ | 10,100,294 | | | | | $ | (4,120,774) | | | | | $ | (3,147) | | | | | $ | 6,515,470 | | | | | $ | 543,290 | | | | | $ | 7,058,760 | | | | | $ | 87,344 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 500,449 | | | | | | — | | | | | | 500,449 | | | | | | 15,876 | | | | | | 516,325 | | | | | | 99 | | |

| Issuance of common stock, net | | | 9,936 | | | | | | 9,936 | | | | | | 299,481 | | | | | | — | | | | | | — | | | | | | 309,417 | | | | | | — | | | | | | 309,417 | | | | | | — | | |

| Repurchase of common stock | | | (2,418) | | | | | | (2,418) | | | | | | (65,420) | | | | | | — | | | | | | — | | | | | | (67,838) | | | | | | — | | | | | | (67,838) | | | | | | — | | |

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| December 31, 2022 | | | 546,642 | | | | | | $ | 546,642 | | | | | $ | 10,349,614 | | | | | $ | (4,269,689) | | | | | $ | 28,134 | | | | | $ | 6,654,701 | | | | | $ | 527,897 | | | | | $ | 7,182,598 | | | | | $ | 105,679 | |

See accompanying Notes to the Consolidated Financial Statements.

| Net income (loss) | | | $ | 516,424 | | | | | $ | 525,930 | | | | | $ | 428,253 | | | | |

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| Proceeds from the South San Francisco JVs transaction, net | | | 125,985 | | | | | | — | | | | | | — | | | | | |

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