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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements

The following Consolidated Financial Statements are included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2022 and 2021

Consolidated Statements of Operations - for the years ended December 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income (Loss) - for the years ended December 31, 2022, 2021, and 2020

Consolidated Statements of Equity and Redeemable Noncontrolling Interests - for the years ended December 31, 2022, 2021, and 2020

Consolidated Statements of Cash Flows - for the years ended December 31, 2022, 2021, and 2020

Notes to the Consolidated Financial Statements

(a) 2. Financial Statement Schedules

The following Consolidated Financial Statement Schedules are included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Schedule II: Valuation and Qualifying Accounts

Schedule III: Real Estate and Accumulated Depreciation

Schedule IV: Mortgage Loans on Real Estate

(a) 3. Exhibits

ExhibitIncorporated by reference herein
NumberDescriptionFormDate Filed
3.1Articles of Restatement of Healthpeak Properties, Inc. (formerly HCP, Inc.) dated June 1, 2012, as supplemented by the Articles Supplementary, dated July 31, 2017, and as amended by the Articles of Amendment, dated October 30, 2019.Annual Report on Form 10-KFebruary 13, 2020
3.2Sixth Amended and Restated Bylaws of Healthpeak, Properties, Inc., dated October 30, 2019.Current Report on Form 8-KOctober 30, 2019
4.1Indenture, dated as of September 1, 1993, between Healthpeak and The Bank of New York, as trustee.Registration Statement on Form S‑3/A (Registration No. 333-86654)May 21, 2002
4.1.1First Supplemental Indenture dated as of January 24, 2011, to the Indenture, dated as of September 1, 1993, by and between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑KJanuary 24, 2011
4.2Indenture, dated November 21, 2012, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑KNovember 19, 2012
4.2.1Fifth Supplemental Indenture, dated January 21, 2015, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑KJanuary 21, 2015
4.2.2Sixth Supplemental Indenture, dated May 20, 2015, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑KMay 20, 2015
4.2.3Eighth Supplemental Indenture dated July 5, 2019, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑KJuly 5, 2019
4.2.4Ninth Supplemental Indenture dated November 19, 2019, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑KNovember 21, 2019
4.2.5Tenth Supplemental Indenture, dated June 23, 2020, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8-KJune 23, 2020
4.2.6Eleventh Supplemental Indenture, dated July 12, 2021, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8-KJuly 12, 2021
4.2.7Twelfth Supplemental Indenture, dated November 24, 2021, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8-KNovember 24, 2021
4.2.8Thirteenth Supplemental Indenture, dated January 17, 2023, between Healthpeak and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8-KJanuary 17, 2023
4.3Form of 6.750% Senior Notes due 2041.Current Report on Form 8-KJanuary 24, 2011
4.4Form of 3.400% Senior Notes due 2025.Current Report on Form 8-KJanuary 21, 2015
4.5Form of 4.000% Senior Notes due 2025.Current Report on Form 8-KMay 20, 2015
4.6Form of 3.250% Senior Notes due 2026.Current Report on Form 8-KJuly 5, 2019
4.7Form of 3.500% Senior Notes due 2029.Current Report on Form 8-KJuly 5, 2019
4.8Form of 3.000% Senior Notes due 2030.Current Report on Form 8-KNovember 21, 2019
4.9Form of 2.875% Senior Notes due 2031.Current Report on Form 8-KJune 23, 2020
4.10Form of 1.350% Senior Notes due 2027.Current Report on Form 8-KJuly 12, 2021
4.11Form of 2.125% Senior Notes due 2028.Current Report on Form 8-KNovember 24, 2021
4.12Form of 5.250% Senior Notes due 2032.Current Report on Form 8-KJanuary 17, 2023
4.13Description of Healthpeak Capital Stock.Annual Report on Form 10-KFebruary 13, 2020
10.1Second Amended and Restated Credit Agreement, dated as of September 20, 2021, by and among Healthpeak, as borrower, the lenders referred to therein, and Bank of America, N.A., as administrative agent.Current Report on Form 8-KSeptember 20, 2021
10.2Term Loan Agreement, dated as of August 22, 2022, by and among Healthpeak, as borrower, the lenders referred to therein, and Bank of America, N.A., as administrative agent.Current Report on Form 8-KAugust 22, 2022
10.3At-the-Market Equity Offering Sales Agreement, dated February 19, 2020, among Healthpeak and the sales agents, forward sellers and forward purchasers referred to therein.Current Report on Form 8-KFebruary 19, 2020
10.3.1Amendment No. 1 to At-the-Market Equity Offering Sales Agreement, dated May 13, 2021, among Healthpeak and the sales agents, forward sellers and forward purchasers referred to therein.Quarterly Report on Form 10-QAugust 4, 2021
10.4*Second Amended and Restated Director Deferred Compensation Plan.Quarterly Report on Form 10‑QNovember 3, 2009
10.5*Non-Employee Directors Stock-for-Fees Program.Quarterly Report on Form 10-QAugust 5, 2014
10.6*Executive Severance Plan.Quarterly Report on Form 10-QNovember 1, 2016
10.7*Executive Change in Control Severance Plan (as amended and restated as of May 6, 2016).Quarterly Report on Form 10-QNovember 1, 2016
10.8*Release Agreement for Thomas M. Herzog, dated October 6, 2022.Current Report on Form 8‑KOctober 6, 2022
10.9*Release Agreement for Troy E. McHenry, dated November 1, 2022.Current Report on Form 8‑KNovember 1, 2022
10.10*2006 Performance Incentive Plan, as amended and restated.Annex 2 to HCP’s Proxy StatementMarch 10, 2009
10.10.1*Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement.Quarterly Report on Form 10‑QMay 1, 2012
10.11*Amended and Restated Healthpeak Properties, Inc. 2014 Performance Incentive Plan, as amended through October 24, 2019.Annual Report on Form 10-KFebruary 13, 2020
10.11.1*Form of 2014 Performance Incentive Plan Non-NEO Restricted Stock Unit Award Agreement (adopted 2014).Quarterly Report on Form 10-QAugust 5, 2014
10.11.2*Form of 2014 Performance Incentive Plan Non-NEO Option Agreement (adopted 2014).Quarterly Report on Form 10-QAugust 5, 2014
10.11.3*Form of 2014 Performance Incentive Plan NEO 3-Year LTIP RSU Agreement (adopted 2018).Quarterly Report on Form 10-QMay 3, 2018
10.11.4*Form of 2014 Performance Incentive Plan NEO 3-Year LTIP RSU Agreement (adopted 2019).Quarterly Report on Form 10-QMay 2, 2019
10.11.5*Form of 2014 Performance Incentive Plan NEO Retentive LTIP RSU Agreement (adopted 2018).Quarterly Report on Form 10-QMay 3, 2018
10.11.6*Form of 2014 Performance Incentive Plan NEO Retentive LTIP RSU Agreement (adopted 2019).Quarterly Report on Form 10-QMay 2, 2019
10.11.7*Form of 2014 Performance Incentive Plan NEO 3-Year Performance-Based Restricted Stock Unit Agreement (adopted 2022).Quarterly Report on Form 10-QMay 4, 2022
10.11.8*Form of 2014 Performance Incentive Plan Non-Employee Director RSU Agreement.Quarterly Report on Form 10-QMay 5, 2015
10.11.9*†Form of 2014 Performance Incentive Plan Non-NEO Restricted Stock Unit Award Agreement (adopted 2023).
10.12*Form of Directors and Officers Indemnification Agreement.Annual Report on Form 10‑K, as amendedFebruary 12, 2008
10.13Amended and Restated Dividend Reinvestment and Stock Purchase Plan.Registration Statement on Form S‑3 (Registration No. 333‑49746)November 13, 2000
10.14Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999.Annual Report on Form 10‑KMarch 29, 1999
10.14.1Amendments No. 1-9 to Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999.Annual Report on Form 10‑KFebruary 13, 2018
10.14.2Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, effective as of December 31, 2018.Annual Report on Form 10‑KFebruary 14, 2019
10.15Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended.Current Report on Form 8‑KNovember 9, 2012
10.15.1Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, effective as of December 31, 2018.Annual Report on Form 10‑KFebruary 14, 2019
10.16Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 2, 2003.Quarterly Report on Form 10‑QNovember 12, 2003
10.16.1Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of September 29, 2004.Quarterly Report on Form 10‑QNovember 8, 2004
10.16.2Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 27, 2004.Annual Report on Form 10‑KMarch 15, 2005
10.16.3Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October 19, 2005, by and among Healthpeak, HCPI/Tennessee, LLC and A. Daniel Weyland.Quarterly Report on Form 10‑QNovember 1, 2005
10.16.4Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of January 1, 2007.Annual Report on Form 10‑K, as amendedFebruary 12, 2008
10.16.5Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of December 31, 2018.Annual Report on Form 10-KFebruary 14, 2019
10.17Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, dated as of February 9, 2007.Current Report on Form 8-KApril 20, 2012
10.17.1Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, effective as of December 31, 2018.Annual Report on Form 10-KFebruary 14, 2019
10.18Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, dated as of June 1, 2014.Quarterly Report on Form 10-QAugust 5, 2014
10.18.1Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, effective as of December 31, 2018.Annual Report on Form 10-KFebruary 14, 2019
10.19Amended and Restated Limited Liability Company Agreement of HCP DR California III, LLC, dated as of May 1, 2019.Quarterly Report on Form 10-QAugust 1, 2019
10.19.1Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCP DR California III, LLC, dated as of April 30, 2021.Quarterly Report on Form 10-QNovember 3, 2021
10.20Second Amended and Restated Limited Liability Company Agreement of SH DR California IV, LLC, dated as of July 18, 2019.Quarterly Report on Form 10-QOctober 31, 2019
10.20.1Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of SH DR California IV, LLC, dated as of April 30, 2021.Quarterly Report on Form 10-QNovember 3, 2021
21.1†Subsidiaries of the Company.
23.1†Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.
31.1†Certification by Scott M. Brinker, Healthpeak’s Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a‑14(a).
31.2†Certification by Peter A. Scott, Healthpeak’s Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(a).
32.1††Certification by Scott M. Brinker, Healthpeak’s Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.
32.2††Certification by Peter A. Scott, Healthpeak’s Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.
101.INS†XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†XBRL Taxonomy Extension Schema Document.
101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF†XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB†XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101).

_______________________________________

  • Management Contract or Compensatory Plan or Arrangement.

† Filed herewith.

†† Furnished herewith.

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