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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
February 3, 2025
Date of Report (Date of earliest event reported)

Healthpeak Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland   001-08895   33-0091377
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
 
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices) (Zip Code)
 
(720) 428-5050
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value DOC New York Stock Exchange
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐

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



Item 2.02                                           Results of Operations and Financial Condition.
 
On February 3, 2025, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the fourth quarter and year ended December 31, 2024. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.
 
The information set forth in this Item 2.02 of this Current Report on Form 8-K and the related information in Exhibits 99.1 and 99.3 attached hereto are being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference therein.

Item 7.01                                           Regulation FD Disclosure.
 
A supplemental report containing financial results and related information of Healthpeak for the fourth quarter and year ended December 31, 2024 is furnished as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results.

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

Item 9.01                                           Financial Statements and Exhibits.
 
(d)                                 Exhibits.  The following exhibits are being furnished herewith:
 
No.   Description
     
99.1  
     
99.2  
     
99.3  
104 Cover Page Interactive Data File (embedded within the inline XBRL document and contained in Exhibit 101).

2


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: February 3, 2025  
Healthpeak Properties, Inc.
 
   
   
  By: /s/ Peter A. Scott
    Peter A. Scott
    Chief Financial Officer

3
EX-99.1 2 ex99112312024.htm EX-99.1 Document
Exhibit 99.1
    



Healthpeak Properties Reports Fourth Quarter and Year Ended 2024 Results and Increases Cash Dividend
DENVER, February 3, 2025 - Healthpeak Properties, Inc. (NYSE: DOC), a leading owner, operator, and developer of real estate for healthcare discovery and delivery, today announced results for the fourth quarter and year ended December 31, 2024.

FOURTH QUARTER 2024 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
–Net income of $0.01 per share, Nareit FFO of $0.44 per share, FFO as Adjusted of $0.46 per share, AFFO of $0.40 per share, and Total Same-Store Portfolio Cash (Adjusted) NOI growth of 5.4%
–Healthpeak's Board of Directors declared a 1.7% increase in the Company's quarterly common stock cash dividend to $0.305 per share
–Fourth quarter new and renewal lease executions totaled 1.5 million square feet:
•Outpatient medical new and renewal lease executions totaled 879,000 square feet with 83% retention and +2% cash releasing spreads on renewals
•Lab new and renewal lease executions totaled 652,000 square feet with +30% cash releasing spreads on renewals
–Originated loans and other investments totaling up to approximately $126 million during the fourth quarter 2024 and through January 2025
–Executive management promotions and leadership transitions:
•Promoted Kelvin Moses to Executive Vice President – Investments and Portfolio Management, and Tracy Porter to Executive Vice President and General Counsel
•Pursuant to our long-term executive succession planning, Jeff Miller and Tom Klaritch will each be departing the Company after a transition and consulting role through December 31, 2025, and Mark Theine will lead Healthpeak’s Outpatient Medical platform
–Extended maturity of $3 billion revolving credit facility to 2029
–Net Debt to Adjusted EBITDAre was 5.2x for the quarter ended December 31, 2024

FULL YEAR 2024 HIGHLIGHTS
–Net income of $0.36 per share, Nareit FFO of $1.61 per share, FFO as Adjusted of $1.81 per share, AFFO of $1.60 per share, and Total Same-Store Portfolio Cash (Adjusted) NOI growth of 5.4%
–Completed Physicians Realty Trust merger joining two leading outpatient platforms with a combined portfolio of nearly 50 million square feet
•Achieved approximately $50 million of merger-related synergies during 2024, exceeding the mid-point of original 2024 synergy guidance by $10 million
•Completed property management internalization in 14 markets totaling over 19 million square feet
–Record year of leasing with over 8 million square feet of executions:
•Outpatient medical new and renewal lease executions totaled 6.2 million square feet with 88% retention and +7% cash releasing spreads on renewals
•Lab executions totaled 2.1 million square feet with +11% cash releasing spreads on renewals
–Record year of CCRC performance with 21% same-store growth and $143 million of entry fee net cash receipts
–Closed on $1.3 billion of dispositions at a blended trailing cash capitalization rate of 6.4%
–As previously disclosed, commenced construction on three new outpatient developments totaling 213,000 square feet with total expected development costs of $90 million and 90% pre-leasing
–As previously disclosed, repurchased 10.5 million shares at a weighted average share price of $17.98 for $188 million –As previously disclosed, entered into a new $750 million term loan and related swaps to fix the interest rate at 4.5% for the full five-year term of the loan and extended maturity of $3 billion revolving credit facility to 2029
Page 1


–2024 sustainability and responsible business recognitions include:
•Obtained 6 new LEED certifications, 19 new ENERGY STAR certifications and 150 ENERGY STAR recertifications in 2024
•Named an ENERGY STAR Partner of the Year for Sustained Excellence in 2024, marking our fourth time receiving the Partner of the Year award and first time being recognized for Sustained Excellence
•Received a Green Star rating from the Global Real Estate Sustainability Benchmark (“GRESB”) and named a constituent in the FTSE4Good Index for the thirteenth consecutive year
•Named to Newsweek’s America’s Most Responsible Companies list for the sixth consecutive year
•Named a constituent S&P Global North America Dow Jones Sustainability Index for the twelfth consecutive year and named a constituent in the S&P Global Dow Jones Sustainability World Index for the fifth time
•Named to the S&P Global Sustainability Yearbook for the ninth consecutive year
To learn more about Healthpeak's commitment to responsible business and view our 2023 Corporate Impact Report, please visit www.healthpeak.com/corporate-impact.
FOURTH QUARTER COMPARISON
  Three Months Ended
December 31, 2024
Three Months Ended
December 31, 2023
(in thousands, except per share amounts) Amount Per Share Amount Per Share
Net income, diluted $ 4,400  $ 0.01  $ 70,787  $ 0.13 
Nareit FFO, diluted 311,396  0.44  263,810  0.48 
FFO as Adjusted, diluted 329,264  0.46  252,639  0.46 
AFFO, diluted 288,775  0.40  196,622  0.36 
FULL YEAR COMPARISON
  Year Ended
December 31, 2024
Year Ended
December 31, 2023
(in thousands, except per share amounts) Amount Per Share Amount Per Share
Net income, diluted $ 242,491  $ 0.36  $ 304,284  $ 0.56 
Nareit FFO, diluted 1,108,941  1.61  994,574  1.79 
FFO as Adjusted, diluted 1,247,929  1.81  987,708  1.78 
AFFO, diluted 1,103,179  1.60  847,358  1.53 
Nareit FFO, FFO as Adjusted, AFFO, Total Merger-Combined Same-Store Cash (Adjusted) NOI, and Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "December 31, 2024 Discussion and Reconciliation of Non-GAAP Financial Measures" for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.
Page 2


MERGER-COMBINED SAME-STORE ("SS") OPERATING SUMMARY
The table below outlines the year-over-year three-month and full-year Merger-Combined SS Cash (Adjusted) NOI growth.
Year-Over-Year Total Merger-Combined SS Cash (Adjusted) NOI Growth
Three Month Full Year
SS Growth % % of SS SS Growth % % of SS
Outpatient Medical 3.1  % 54.8  % 3.2  % 55.9  %
Lab 4.9  % 34.8  % 5.0  % 33.9  %
CCRC 22.3  % 10.4  % 20.8  % 10.2  %
Total Merger-Combined SS Cash (Adjusted) NOI 5.4  % 100.0  % 5.4  % 100.0  %


Page 3


DIVIDEND
On February 3, 2025, Healthpeak's Board of Directors declared a 1.7% increase in the Company's quarterly cash dividend on its common stock, from $0.30 per share to $0.305 per share. On an annualized basis, the first quarter dividend represents a distribution of $1.22 per common share.
The first quarter dividend is payable on February 26, 2025, to stockholders of record as of the close of business on February 14, 2025.
TRANSITION TO A MONTHLY DIVIDEND
Beginning April 2025, Healthpeak’s Board of Directors is expected to authorize a monthly dividend in the amount of approximately $0.10167 per share (or $0.305 per share for the quarter). The change from a quarterly dividend to a monthly dividend provides investors with reliable monthly payments while more closely aligning with the timing of the Company's rental receipts. Future dividends are at the discretion of Healthpeak’s Board of Directors.
PHYSICIANS REALTY TRUST MERGER INTEGRATION
During 2024, the company completed internalization of property management across 14 markets totaling over 19 million square feet, bringing in-house over 100 property management employees. Healthpeak now internally property manages approximately 24 million square feet with additional markets planned for 2025 and beyond.
Healthpeak achieved approximately $50 million of merger-related synergies during 2024, exceeding the mid-point of original 2024 synergy guidance by $10 million.
LIFE SCIENCE LEASING UPDATE
During the fourth quarter 2024, Healthpeak executed lab lease agreements totaling 652,000 square feet, bringing full year 2024 lease executions to 2.1 million square feet.
Highlights of the fourth quarter leasing activity includes:
•130,000 square feet of renewal leasing in Torrey Pines at a blended positive 45% cash releasing spread
•84,000 square feet in west Sorrento Mesa, including converting the previously disclosed 33,000 square foot LOI at Directors Place into a signed new lease
•New lease executions during the fourth quarter included 268,000 square feet of previously disclosed activity at the Portside and Vantage campuses in South San Francisco
Subsequent to the fourth quarter, Healthpeak converted the previously disclosed 33,000 square foot LOI at Gateway into a signed new lease.
INVESTMENT, DISPOSITIONS, AND LOAN REPAYMENT ACTIVITY
INVESTMENTS
In October 2024, Healthpeak originated a $15 million loan on a 200,000 square foot outpatient medical campus in Minneapolis, Minnesota. The interest rate on the loan is 11%. Healthpeak retains certain purchase rights on the campus.

In December 2024, Healthpeak originated a secured development loan on a 90,000 square foot outpatient medical building in Plano, Texas. The development is 100% pre-leased to an oncology affiliate of McKesson Corporation and is adjacent to the Baylor Scott & White Regional Medical Center. Total funding available to the borrower under the four-year loan is approximately $36 million with an 8% interest rate. Through January 2025, there was no balance outstanding under the loan. Healthpeak retains certain purchase rights on the development project.

In January 2025, Healthpeak originated a secured loan to provide the borrower funding for the acquisition and redevelopment of a lab building in the Torrey Pines submarket of San Diego, California. Total funding available under the four-year loan is $75 million with an 8% interest rate. Through January 2025, $28 million has been funded. Healthpeak retains certain purchase rights on the lab building.
Page 4


DISPOSITIONS AND LOAN REPAYMENTS
In November 2024, Healthpeak sold three outpatient medical buildings, including two previously disclosed buildings placed under contract in July 2024, for $35 million.
In January 2025, Healthpeak received loan repayments of $63 million at a blended interest rate of 11%.
EXECUTIVE MANAGEMENT PROMOTIONS AND LEADERSHIP TRANSITIONS
EXECUTIVE MANAGEMENT PROMOTIONS
•Kelvin Moses was promoted to Executive Vice President – Investments and Portfolio Management, effective March 1, 2025. In this role, he will continue to support Healthpeak’s investments and transactions, as well as lead Healthpeak’s portfolio management platform. Mr. Moses has been with Healthpeak for seven years and served in a variety of investment, operations, and development roles. Prior to joining Healthpeak, Mr. Moses worked at Barclays in the global healthcare and real estate investment banking groups.
•Tracy Porter was promoted to Executive Vice President and General Counsel, effective March 1, 2025, succeeding Jeff Miller in that role. Ms. Porter has been with Healthpeak for 12 years, most recently as Senior Vice President and Deputy General Counsel. Prior to joining Healthpeak, Ms. Porter was a member of the real estate practice group at Latham & Watkins LLP.
LEADERSHIP TRANSITIONS
As part of Healthpeak’s long-term succession plan, Tom Klaritch, Chief Operating Officer, and Jeff Miller, General Counsel, will depart the Company on December 31, 2025. Each executive will step down from his current role on March 1, 2025, and serve in a transition and consulting role through the end of 2025.
Mark Theine will lead Healthpeak’s Outpatient Medical platform, effective March 1, 2025. Mr. Theine, Senior Vice President – Outpatient Medical, joined Healthpeak in 2024, having previously served as Executive Vice President – Asset Management at Physicians Realty Trust from the company’s IPO in 2013 until its merger with Healthpeak in 2024. In his role, Mr. Theine will lead all aspects of asset management, operations, and leasing for our Outpatient Medical segment.
“I am pleased to announce the new leadership roles for Kelvin, Tracy, and Mark, who will help drive the next stage of Healthpeak’s growth. Our thoughtful succession planning process advances new generations of leaders through a seamless transition,” said Scott Brinker, the Company's President and Chief Executive Officer. “We would like to thank Tom and Jeff for their invaluable service to Healthpeak. Tom’s leadership of our outpatient medical platform over the last 25 years has positioned us as a leader in the outpatient sector. Jeff's positive contributions have broadly impacted our organization over the last six years through his leadership roles in senior housing, development, and legal. Tom and Jeff have imparted a legacy of excellence that serves as a strong foundation for our new leaders."
2025 GUIDANCE
For full year 2025, we have established the following Guidance ranges:
•Diluted earnings per common share of $0.30 – $0.36
•Diluted Nareit FFO per share of $1.81 – $1.87
•Diluted FFO as Adjusted per share of $1.81 – $1.87
•Total Merger-Combined Same-Store Cash (Adjusted) NOI growth from 3.0% – 4.0%
These estimates are based on our current view of existing market conditions, transaction timing, and other assumptions for the year ending December 31, 2025. For additional details and assumptions, please see page 12 in our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, both of which are available in the Investor Relations section of our website at http://ir.healthpeak.com.
Page 5


CONFERENCE CALL INFORMATION
Healthpeak has scheduled a conference call and webcast for Tuesday, February 4, 2025, at 8:00 a.m. Mountain Time.
The conference call can be accessed in the following ways:
•Healthpeak’s website: https://ir.healthpeak.com/news-events
•Webcast: https://events.q4inc.com/attendee/488287711. Joining via webcast is recommended for those who will not be asking questions.
•Telephone: The participant dial-in number is (800) 715-9871.
An archive of the webcast will be available on Healthpeak’s website through February 3, 2026, and a telephonic replay can be accessed through February 11, 2025, by dialing (800) 770-2030 and entering conference ID number 95156.
ABOUT HEALTHPEAK
Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery.
FORWARD-LOOKING STATEMENTS
Statements contained in this release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, developments, redevelopments, joint venture transactions, leasing activity and commitments, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) the information presented under the heading "2025 Guidance." Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict.
Page 6


These risks and uncertainties include, but are not limited to: macroeconomic trends that may increase construction, labor and other operating costs; changes within the life science industry; significant regulation, funding requirements, and uncertainty faced by our lab tenants; factors adversely affecting our tenants’, operators’, or borrowers’ ability to meet their financial and other contractual obligations to us; the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in that specific sector than if we invested across multiple sectors; the illiquidity of real estate investments; our ability to identify and secure new or replacement tenants and operators; our property development, redevelopment, and tenant improvement risks, which can render a project less profitable or unprofitable and delay or prevent its undertaking or completion; the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to develop, maintain, or expand hospital and health system client relationships; operational risks associated with our senior housing properties managed by third parties, including our properties operated through structures permitted by the Housing and Economic Recovery Act of 2008, which includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”); economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments; uninsured or underinsured losses, which could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses; our use of joint ventures may limit our returns on and our flexibility with jointly owned investments; our use of rent escalators or contingent rent provisions in our leases; competition for suitable healthcare properties to grow our investment portfolio; our ability to exercise rights on collateral securing our real estate-related loans; any requirement that we recognize reserves, allowances, credit losses, or impairment charges; investment of substantial resources and time in transactions that are not consummated; our ability to successfully integrate or operate acquisitions or internalize property management; the potential impact of unfavorable resolution of litigation or disputes and resulting rising liability and insurance costs; environmental compliance costs and liabilities associated with our real estate investments; our ability to satisfy environmental, social and governance and sustainability commitments and requirements, as well as stakeholder expectations; epidemics, pandemics, or other infectious diseases, including the coronavirus disease (Covid), and health and safety measures intended to reduce their spread; human capital risks, including the loss or limited availability of our key personnel; our reliance on information technology and any material failure, inadequacy, interruption, or security failure of that technology; the use of, or inability to use, artificial intelligence by us, our tenants, our vendors, and our investors; volatility, disruption, or uncertainty in the financial markets; increased borrowing costs, which could impact our ability to refinance existing debt, sell properties, and conduct investment activities; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; the availability of external capital on acceptable terms or at all; an increase in our level of indebtedness; covenants in our debt instruments, which may limit our operational flexibility, and breaches of these covenants; volatility in the market price and trading volume of our common stock; adverse changes in our credit ratings; the failure of our tenants, operators, and borrowers to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety, and other regulations; laws or regulations prohibiting eviction of our tenants; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services; our participation in the Coronavirus, Aid, Relief and Economic Security Act Provider Relief Fund and other Covid-related stimulus and relief programs; changes in federal, state, or local laws or regulations that may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate; our ability to successfully integrate our operations with Physicians Realty Trust and realize the anticipated synergies of our merger with Physicians Realty Trust and benefits of property management internalization; our ability to maintain our qualification as a real estate investment trust (“REIT”); our taxable REIT subsidiaries being subject to corporate level tax; tax imposed on any net income from “prohibited transactions”; changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; tax protection agreements that may limit our ability to dispose of certain properties and may require us to maintain certain debt levels; ownership limits in our charter that restrict ownership in our stock; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”) common units; provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; our status as a holding company of Healthpeak OP; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings.
Moreover, other risks and uncertainties of which we are not currently aware may also affect our forward-looking statements, and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by us on our website or otherwise. We do not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
CONTACT
Andrew Johns, CFA
Senior Vice President – Investor Relations
720-428-5400


Page 7


Healthpeak Properties, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
December 31,
2024
December 31,
2023
Assets    
Real estate:    
Buildings and improvements $ 16,115,283  $ 13,329,464 
Development costs and construction in progress 880,393  643,217 
Land and improvements 2,918,758  2,647,633 
Accumulated depreciation and amortization (4,083,030) (3,591,951)
Net real estate 15,831,404  13,028,363 
Loans receivable, net of reserves of $10,499 and $2,830 717,190  218,450 
Investments in and advances to unconsolidated joint ventures 936,814  782,853 
Accounts receivable, net of allowance of $2,243 and $2,282 76,810  55,820 
Cash and cash equivalents 119,818  117,635 
Restricted cash 64,487  51,388 
Intangible assets, net 817,254  314,156 
Assets held for sale, net 7,840  117,986 
Right-of-use asset, net 424,173  240,155 
Other assets, net 942,465  772,044 
Total assets $ 19,938,255  $ 15,698,850 
Liabilities and Equity    
Bank line of credit and commercial paper $ 150,000  $ 720,000 
Term loans 1,646,043  496,824 
Senior unsecured notes 6,563,256  5,403,378 
Mortgage debt 356,750  256,097 
Intangible liabilities, net 191,884  127,380 
Liabilities related to assets held for sale, net —  729 
Lease liability 307,220  206,743 
Accounts payable, accrued liabilities, and other liabilities 725,342  657,196 
Deferred revenue 940,136  905,633 
Total liabilities 10,880,631  8,773,980 
Commitments and contingencies
Redeemable noncontrolling interests 2,610  48,828 
Common stock, $1.00 par value: 1,500,000,000 and 750,000,000 shares authorized; 699,485,139 and 547,156,311 shares issued and outstanding 699,485  547,156 
Additional paid-in capital 12,847,252  10,405,780 
Cumulative dividends in excess of earnings (5,174,279) (4,621,861)
Accumulated other comprehensive income (loss) 28,818  19,371 
Total stockholders’ equity 8,401,276  6,350,446 
Joint venture partners 315,821  310,998 
Non-managing member unitholders 337,917  214,598 
Total noncontrolling interests 653,738  525,596 
Total equity 9,055,014  6,876,042 
Total liabilities and equity $ 19,938,255  $ 15,698,850 
Page 8


Healthpeak Properties, Inc.
Consolidated Statements of Operations
In thousands, except per share data
  Three Months Ended
December 31,
Year Ended
December 31,
  2024 2023 2024 2023
Revenues:
 Rental and related revenues $ 535,131  $ 412,332  $ 2,087,196  $ 1,631,805 
 Resident fees and services 145,963  136,341  568,475  527,417 
 Interest income and other 16,894  4,979  44,778  21,781 
 Total revenues 697,988  553,652  2,700,449  2,181,003 
 Costs and expenses:  
 
 Interest expense 70,508  52,784  280,430  200,331 
 Depreciation and amortization 274,469  188,544  1,057,205  749,901 
 Operating 277,026  224,401  1,074,861  902,060 
 General and administrative 23,929  21,556  97,162  95,132 
 Transaction and merger-related costs 10,572  14,417  132,685  17,515 
 Impairments and loan loss reserves (recoveries), net 11,632  (5,445) 22,978  (5,601)
 Total costs and expenses 668,136  496,257  2,665,321  1,959,338 
 Other income (expense):  
 
 Gain (loss) on sales of real estate, net (8,929) —  178,695  86,463 
 Other income (expense), net (24,157) 2,600  59,345  6,808 
 Total other income (expense), net (33,086) 2,600  238,040  93,271 
 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures (3,234) 59,995  273,168  314,936 
 Income tax benefit (expense) 14,014  11,842  (4,350) 9,617 
 Equity income (loss) from unconsolidated joint ventures (108) 3,558  (1,515) 10,204 
 Net income (loss) 10,672  75,395  267,303  334,757 
Noncontrolling interests’ share in earnings (6,125) (4,451) (24,161) (28,748)
 Net income (loss) attributable to Healthpeak Properties, Inc. 4,547  70,944  243,142  306,009 
 Participating securities’ share in earnings (147) (157) (758) (1,725)
Net income (loss) applicable to common shares $ 4,400  $ 70,787  $ 242,384  $ 304,284 
Earnings (loss) per common share:
Basic $ 0.01  $ 0.13  $ 0.36  $ 0.56 
Diluted $ 0.01  $ 0.13  $ 0.36  $ 0.56 
Weighted average shares outstanding:    
Basic 699,457  547,091  675,680  547,006 
Diluted 699,596  547,361  676,233  547,275 
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Healthpeak Properties, Inc.
Funds From Operations
 In thousands, except per share data
  Three Months Ended
December 31,
Year Ended
December 31,
  2024 2023 2024 2023
Net income (loss) applicable to common shares $ 4,400  $ 70,787  $ 242,384  $ 304,284 
Real estate related depreciation and amortization 274,469  188,544  1,057,205  749,901 
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 12,441  6,723  44,961  24,800 
Noncontrolling interests’ share of real estate related depreciation and amortization (4,622) (4,610) (18,328) (18,654)
Loss (gain) on sales of depreciable real estate, net 8,929  —  (178,695) (86,463)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net —  —  —  11,546 
Loss (gain) upon change of control, net(1)
—  —  (77,548) (234)
Taxes associated with real estate dispositions(2)
(1,879) —  9,633  — 
Impairments (recoveries) of depreciable real estate, net 13,118  —  13,118  — 
Nareit FFO applicable to common shares 306,856  261,444  1,092,730  985,180 
Distributions on dilutive convertible units and other 4,540  2,366  16,211  9,394 
Diluted Nareit FFO applicable to common shares $ 311,396  $ 263,810  $ 1,108,941  $ 994,574 
Diluted Nareit FFO per common share $ 0.44  $ 0.48  $ 1.61  $ 1.79 
Weighted average shares outstanding - Diluted Nareit FFO 714,648  554,635  689,638  554,559 
Impact of adjustments to Nareit FFO:
Transaction and merger-related items(3)
$ 6,181  $ 10,842  $ 115,105  $ 13,835 
Other impairments (recoveries) and other losses (gains), net(4)
(2,360) (4,407) 9,381  (3,850)
Restructuring and severance-related charges —  —  —  1,368 
Casualty-related charges (recoveries), net(5)
25,260  (3,424) 25,848  (4,033)
Recognition (reversal) of valuation allowance on deferred tax assets(6)
(11,196) (14,194) (11,196) (14,194)
Total adjustments 17,885  (11,183) 139,138  (6,874)
FFO as Adjusted applicable to common shares 324,741  250,261  1,231,868  978,306 
Distributions on dilutive convertible units and other 4,523  2,378  16,061  9,402 
Diluted FFO as Adjusted applicable to common shares $ 329,264  $ 252,639  $ 1,247,929  $ 987,708 
Diluted FFO as Adjusted per common share $ 0.46  $ 0.46  $ 1.81  $ 1.78 
Weighted average shares outstanding - Diluted FFO as Adjusted 714,648  554,635  689,638  554,559 
_______________________________________
(1)The year ended December 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.
(2)The year ended December 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California, partially offset by income tax benefit related to the disposition of a portfolio comprised of a land parcel and various vacant buildings on certain of our CCRC campuses.
(3)The three months and years ended December 31, 2024 and 2023 includes costs related to the merger, which are primarily comprised of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred during the period. These costs were partially offset by termination fee income for the three months and years ended December 31, 2024 and 2023 associated with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024, for which the lease terms were modified to accelerate expiration of the lease to December 2024. Termination fee income is included in rental and related revenues on the Consolidated Statements of Operations, but is excluded from Portfolio Cash Real Estate Revenues and FFO as Adjusted.
(4)The three months and year ended December 31, 2024 and 2023 includes reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(5)During the three months and year ended December 31, 2024, the Company incurred casualty-related charges associated with Hurricane Milton. Casualty-related charges (recoveries), net are recognized in other income (expense), net, equity income (loss) from unconsolidated joint ventures, and noncontrolling interests' share in earnings in the Consolidated Statements of Operations.
(6)The three months and year ended December 31, 2024 includes the release of a valuation allowance and recognition of a corresponding income tax benefit in connection with a merger of certain taxable REIT subsidiaries. During the three months and year ended December 31, 2023, in conjunction with classifying the assets related to the Callan Ridge JV as held for sale as of December 31, 2023, we concluded it was more likely than not that we would realize the future value of certain deferred tax assets generated by the net operating losses of taxable REIT subsidiaries. Accordingly, during the three months and year ended December 31, 2023, we recognized the reversal of a portion of the associated valuation allowance and recognized a corresponding income tax benefit.
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Healthpeak Properties, Inc.
Adjusted Funds From Operations
In thousands, except per share data
  Three Months Ended
December 31,
Year Ended
December 31,
  2024 2023 2024 2023
FFO as Adjusted applicable to common shares $ 324,741  $ 250,261  $ 1,231,868  $ 978,306 
Stock-based compensation amortization expense 3,608  3,513  15,543  14,480 
Amortization of deferred financing costs and debt discounts (premiums) 9,727  3,088  28,974  11,916 
Straight-line rents(1)
(8,385) (1,677) (41,276) (14,387)
AFFO capital expenditures (39,040) (47,332) (115,784) (113,596)
Deferred income taxes 3,846  117  6,176  (816)
Amortization of above (below) market lease intangibles, net (7,430) (5,525) (30,755) (25,791)
Other AFFO adjustments (2,832) (7,486) (7,778) (9,335)
AFFO applicable to common shares 284,235  194,959  1,086,968  840,777 
Distributions on dilutive convertible units and other 4,540  1,663  16,211  6,581 
Diluted AFFO applicable to common shares(2)
$ 288,775  $ 196,622  $ 1,103,179  $ 847,358 
Diluted AFFO per common share(2)
$ 0.40  $ 0.36  $ 1.60  $ 1.53 
Weighted average shares outstanding - Diluted AFFO 714,648  552,810  689,638  552,734 
_______________________________________
(1)The year ended December 31, 2023 includes an $8.7 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.
(2)Beginning in the first quarter of 2025, we will report AFFO under our revised definition, which includes an adjustment for CCRC non-refundable entrance fee cash collections in excess of the related amortization. Under this revised definition, diluted AFFO applicable to common shares would be $311.9 million and $205.5 million, respectively, and diluted AFFO per common share would be $0.44 and $0.37, respectively, for the three months ended December 31, 2024 and 2023. Under this revised definition, diluted AFFO applicable to common shares would be $1.16 billion and $890.8 million, respectively, and diluted AFFO per common share would be $1.68 and $1.61, respectively, for the years ended December 31, 2024 and 2023.
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EX-99.2 3 ex99212312024.htm EX-99.2 ex99212312024




























































































































































EX-99.3 4 ex99312312024.htm EX-99.3 Document


Exhibit 99.3


 
  
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Discussion and

Reconciliation of Non-

GAAP Financial Measures
 
December 31, 2024
 
 
 
 
 
(Unaudited)



Definitions
Adjusted Fixed Charge Coverage Fixed Charge Coverage Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental measure of liquidity and our ability to meet interest payments on our outstanding debt and pay dividends to our preferred stockholders, if applicable. Our various debt agreements contain covenants that require us to maintain ratios similar to Adjusted Fixed Charge Coverage and credit rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Fixed Charge Coverage Adjusted EBITDAre and Fixed Charges.
Adjusted Funds From Operations (“AFFO”) AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) stock-based compensation amortization expense, (ii) amortization of deferred financing costs and debt discounts (premiums), (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of above (below) market lease intangibles, net, and (vi) other AFFO adjustments, which include: (a) lease incentive amortization (reduction of straight-line rents), (b) actuarial reserves for insurance claims that have been incurred but not reported, and (c) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements (“AFFO capital expenditures”). All adjustments are reflective of our pro rata share of both our consolidated and unconsolidated joint ventures (reported in “other AFFO adjustments”). We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” below for further disclosures regarding our use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate performance measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
Adjusted Net Operating Income and Cash (Adjusted) Net Operating Income (“NOI”) Adjusted NOI is a non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measure used to evaluate the operating performance of real estate. Adjusted NOI represents real estate revenues (inclusive of rental and related revenues, resident fees and services, and government grant income and exclusive of interest income), less property level operating expenses; Adjusted NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. Adjusted NOI is calculated as Adjusted NOI from consolidated properties, plus our share of Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). We utilize our share of Adjusted NOI in assessing our performance as we have various joint ventures that contribute to our performance. Our share of Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.
Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presents them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Merger-Combined Same-Store (“Merger-Combined SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to Adjusted NOI. Adjusted NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating Adjusted NOI.
Operating expenses generally relate to leased outpatient medical and lab buildings, as well as CCRC facilities. We generally recover all or a portion of our leased outpatient medical and lab property expenses through tenant recoveries, which are recognized within rental and related revenues.
Consolidated Debt The carrying amount of bank line of credit, commercial paper, term loans, senior unsecured notes, and mortgage debt, as reported in our consolidated financial statements.
Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to our unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Consolidated Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Consolidated Secured Debt  Mortgage and other debt secured by real estate, as reported in our consolidated financial statements.
Continuing Care Retirement Community (“CCRC”) A senior housing facility which provides at least three levels of care (i.e., independent living, assisted living and skilled nursing).
Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.
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2

Definitions
Development Includes ground-up construction. Newly completed developments are considered fully operating once the property is placed in service.
EBITDAre, Adjusted EBITDAre, and Fixed Charge Coverage Adjusted EBITDAre EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the National Association of Real Estate Investment Trusts (“Nareit”) and intended for real estate companies. It represents earnings before interest expense, income taxes, depreciation and amortization, gains or losses from sales of depreciable property (including gains or losses on change in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre is defined as EBITDAre excluding other impairments (recoveries) and other losses (gains), transaction and merger-related items, prepayment costs (benefits) associated with early retirement or payment of debt, restructuring and severance-related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock-based compensation amortization expense, and foreign currency remeasurement losses (gains), adjusted to reflect the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. Fixed Charge Coverage Adjusted EBITDAre is defined as Adjusted EBITDAre excluding the adjustment to reflect the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. EBITDAre, Adjusted EBITDAre, and Fixed Charge Coverage Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability to service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.
Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Enterprise Gross Assets Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Enterprise Secured Debt Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Entrance Fees Certain of our CCRC communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, Nareit FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.
Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.
Funds From Operations (“Nareit FFO”) and FFO as Adjusted Nareit FFO. Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
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3

Definitions
We believe Nareit FFO applicable to common shares and diluted Nareit FFO applicable to common shares are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.
Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction and merger-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.
Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in our consolidated JVs, presented on the same basis. Investment and Portfolio Investment include land held for development.
Merger-Combined Same-Store (“SS”) Merger-Combined Same-Store Cash (Adjusted) NOI includes legacy Physicians Realty Trust properties that met the same-store criteria as if they were owned by the Company for the full analysis period. This information allows our investors, analysts, and Company management to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Merger-Combined Same-Store Adjusted NOI (see Cash (Adjusted) NOI definitions above for further discussion regarding our use of pro-rata share information and its limitations). Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue. We do not report Merger-Combined Same-Store metrics for our other non-reportable segments.
Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the combined company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust (which financial statements have been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the merger, approximately 98% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment.
Merger-Combined Same-Store Cash (Adjusted) NOI Merger-Combined Same-Store Cash (Adjusted) NOI is Merger-Combined Same-Store Cash Real Estate Revenues less Merger-Combined Same-Store Cash Operating Expenses.
Merger-Combined Same-Store Cash Operating Expenses Merger-Combined Same-Store Cash Operating Expenses are non-GAAP supplemental measures. Merger-Combined Same-Store Cash Operating Expenses represent property level operating expenses (which exclude transition costs) and exclude certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. Merger-Combined Same-Store Cash Operating Expenses include consolidated operating expenses plus the Company's pro rata share of
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4

Definitions
operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Merger-Combined Same-Store Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Merger-Combined Same-Store Cash Real Estate Revenues Merger-Combined Same-Store Cash Real Estate Revenues are non-GAAP supplemental measures. Merger-Combined Same-Store Cash Real Estate Revenues include rental related revenues, resident fees and services and exclude amortization of deferred revenue from tenant-funded improvements. Merger-Combined Same-Store Cash Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Merger-Combined Same-store Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents, restricted cash, and expected net proceeds from the future settlement of shares issued through our equity forward contracts, as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents and restricted cash from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.
Portfolio Adjusted NOI Portfolio Adjusted NOI is Portfolio Cash Real Estate Revenues less Portfolio Cash Operating Expenses.
Portfolio Cash Operating Expenses Portfolio Cash Operating Expenses are non-GAAP supplemental measures. Portfolio Cash Operating Expenses represent property level operating expenses (which exclude transition costs). Portfolio Cash Operating Expenses include consolidated operating expenses plus the Company's pro rata share of operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Portfolio Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Portfolio Cash Real Estate Revenues Portfolio Cash Real Estate Revenues are non-GAAP supplemental measures. Portfolio Cash Real Estate Revenues include rental related revenues, resident fees and services, and government grant income which is included in Other income (expense), net in our Consolidated Statement of Operations. Portfolio Cash Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Portfolio Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
Portfolio Income Cash (Adjusted) NOI plus interest income plus our pro rata share of Cash (Adjusted) NOI from our unconsolidated JVs less noncontrolling interests' pro rata share of Cash (Adjusted) NOI from consolidated JVs. Management believes that Portfolio Income is an important supplemental measure because it provides relevant and useful information regarding our performance; specifically, it is a measure of our property level profitability of the Company inclusive of interest income. Management believes that net income (loss) is the most directly comparable GAAP measure to Portfolio Income. Portfolio Income should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items.
Projected Stabilized Cash Yield Projected Cash (Adjusted) NOI at stabilization divided by the expected total development costs. Management considers Projected Stabilized Yield a useful metric for investors as it helps provide context to the expected effects that development projects will have on the Company’s future performance once stabilized.
Redevelopment Properties that incur major capital expenditures to significantly improve, change the use, or reposition the property pursuant to a formal redevelopment plan. Newly completed redevelopments, are considered fully operating once the property is placed in service. Redevelopment costs include only the incremental costs for the project.
REVPOR The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the Other portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR relates to our Other non-reportable segment. REVPOR is a metric used to evaluate the revenue-generating capacity and profit potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.
REVPOR CCRC The 3-month average Cash Real Estate Revenues per occupied unit excluding Cash NREFs for the most recent period available. REVPOR CCRC excludes newly completed assets under lease-up, assets sold, or acquired during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR CCRC is a metric used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.
RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.
Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
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5

Definitions
Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) continuing care retirement community (“CCRC”).
Share of Consolidated Joint Ventures ("JVs") Noncontrolling interests' pro rata share information is prepared by applying noncontrolling interests' actual ownership percentage for the period and is intended to reflect noncontrolling interests' proportionate economic interest in the financial position and operating results of properties in our portfolio.
Share of Unconsolidated Joint Ventures Our pro rata share information is prepared by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio. Certain unconsolidated joint ventures are excluded from leasing statistics when leasing information is not available.
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6

Reconciliations
Funds From Operations
In thousands, except per share data
Three Months Ended
December 31,
Year Ended
December 31,
  2024 2023 2024 2023
Net income (loss) applicable to common shares $ 4,400  $ 70,787  $ 242,384  $ 304,284 
Real estate related depreciation and amortization 274,469  188,544  1,057,205  749,901 
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 12,441  6,723  44,961  24,800 
Noncontrolling interests’ share of real estate related depreciation and amortization (4,622) (4,610) (18,328) (18,654)
Loss (gain) on sales of depreciable real estate, net 8,929  —  (178,695) (86,463)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net —  —  —  11,546 
Loss (gain) upon change of control, net(1)
—  —  (77,548) (234)
Taxes associated with real estate dispositions(2)
(1,879) —  9,633  — 
Impairments (recoveries) of depreciable real estate, net 13,118  —  13,118  — 
Nareit FFO applicable to common shares 306,856  261,444  1,092,730  985,180 
Distributions on dilutive convertible units and other 4,540  2,366  16,211  9,394 
Diluted Nareit FFO applicable to common shares $ 311,396  $ 263,810  $ 1,108,941  $ 994,574 
Weighted average shares outstanding - Diluted Nareit FFO 714,648  554,635  689,638  554,559 
Impact of adjustments to Nareit FFO:
Transaction and merger-related items(3)
$ 6,181  $ 10,842  $ 115,105  $ 13,835 
Other impairments (recoveries) and other losses (gains), net(4)
(2,360) (4,407) 9,381  (3,850)
Restructuring and severance-related charges —  —  —  1,368 
Casualty-related charges (recoveries), net(5)
25,260  (3,424) 25,848  (4,033)
Recognition (reversal) of valuation allowance on deferred tax assets(6)
(11,196) (14,194) (11,196) (14,194)
Total adjustments $ 17,885  $ (11,183) $ 139,138  $ (6,874)
FFO as Adjusted applicable to common shares $ 324,741  $ 250,261  $ 1,231,868  $ 978,306 
Distributions on dilutive convertible units and other 4,523  2,378  16,061  9,402 
Diluted FFO as Adjusted applicable to common shares $ 329,264  $ 252,639  $ 1,247,929  $ 987,708 
Weighted average shares outstanding - Diluted FFO as Adjusted 714,648  554,635  689,638  554,559 
FFO as Adjusted applicable to common shares $ 324,741  $ 250,261  $ 1,231,868  $ 978,306 
Stock-based compensation amortization expense 3,608  3,513  15,543  14,480 
Amortization of deferred financing costs and debt discounts (premiums) 9,727  3,088  28,974  11,916 
Straight-line rents(7)
(8,385) (1,677) (41,276) (14,387)
AFFO capital expenditures (39,040) (47,332) (115,784) (113,596)
Deferred income taxes 3,846  117  6,176  (816)
Amortization of above (below) market lease intangibles, net (7,430) (5,525) (30,755) (25,791)
Other AFFO adjustments (2,832) (7,486) (7,778) (9,335)
AFFO applicable to common shares 284,235  194,959  1,086,968  840,777 
Distributions on dilutive convertible units and other 4,540  1,663  16,211  6,581 
Diluted AFFO applicable to common shares(8)
$ 288,775  $ 196,622  $ 1,103,179  $ 847,358 
Weighted average shares outstanding - Diluted AFFO 714,648  552,810  689,638  552,734 
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7

Reconciliations
Funds From Operations
In thousands, except per share data
Three Months Ended
December 31,
Year Ended
December 31,
  2024 2023 2024 2023
Diluted earnings per common share $ 0.01  $ 0.13  $ 0.36  $ 0.56 
Depreciation and amortization 0.40  0.35  1.58  1.37 
Loss (gain) on sales of depreciable real estate, net 0.01  —  (0.26) (0.14)
Loss (gain) upon change of control, net(1)
—  —  (0.11) 0.00 
Taxes associated with real estate dispositions(2)
0.00  —  0.02  — 
Impairments (recoveries) of depreciable real estate, net 0.02  —  0.02  — 
Diluted Nareit FFO per common share $ 0.44  $ 0.48  $ 1.61  $ 1.79 
Transaction and merger-related items(3)
0.01  0.02  0.17  0.03 
Other impairments (recoveries) and other losses (gains), net(4)
0.00  (0.01) 0.01  (0.01)
Restructuring and severance-related charges —  —  —  0.01 
Casualty-related charges (recoveries), net(5)
0.04  (0.01) 0.04  (0.01)
Recognition (reversal) of valuation allowance on deferred tax assets(6)
(0.03) (0.02) (0.02) (0.03)
Diluted FFO as Adjusted per common share $ 0.46  $ 0.46  $ 1.81  $ 1.78 
Stock-based compensation amortization expense 0.01  0.01  0.02  0.03 
Amortization of deferred financing costs and debt discounts (premiums) 0.01  0.01  0.04  0.02 
Straight-line rents(7)
(0.01) 0.00  (0.06) (0.03)
AFFO capital expenditures (0.06) (0.10) (0.16) (0.20)
Deferred income taxes 0.01  0.00  0.01  0.00 
Amortization of above (below) market lease intangibles, net (0.02) (0.01) (0.05) (0.05)
Other AFFO adjustments 0.00  (0.01) (0.01) (0.02)
Diluted AFFO per common share(8)
$ 0.40  $ 0.36  $ 1.60  $ 1.53 
______________________________________
(1)The year ended December 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.
(2)The year ended December 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California, partially offset by income tax benefit related to the disposition of a portfolio comprised of a land parcel and various vacant buildings on certain of our CCRC campuses.
(3)The three months and years ended December 31, 2024 and 2023 includes costs related to the merger, which are primarily comprised of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred during the period. These costs were partially offset by termination fee income for the three months and years ended December 31, 2024 and 2023 associated with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024, for which the lease terms were modified to accelerate expiration of the lease to December 2024. Termination fee income is included in rental and related revenues on the Consolidated Statements of Operations, but is excluded from Portfolio Cash Real Estate Revenues and FFO as Adjusted.
(4)The three months and year ended December 31, 2024 and 2023 includes reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(5)During the three months and year ended December 31, 2024, the Company incurred casualty-related charges associated with Hurricane Milton. Casualty-related charges (recoveries), net are recognized in other income (expense), net, equity income (loss) from unconsolidated joint ventures, and noncontrolling interests' share in earnings in the Consolidated Statements of Operations.
(6)The three months and year ended December 31, 2024 includes the release of a valuation allowance and recognition of a corresponding income tax benefit in connection with a merger of certain taxable REIT subsidiaries. During the three months and year ended December 31, 2023, in conjunction with classifying the assets related to the Callan Ridge JV as held for sale as of December 31, 2023, we concluded it was more likely than not that we would realize the future value of certain deferred tax assets generated by the net operating losses of taxable REIT subsidiaries. Accordingly, during the three months and year ended December 31, 2023, we recognized the reversal of a portion of the associated valuation allowance and recognized a corresponding income tax benefit.
(7)The year ended December 31, 2023 includes an $9 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.
(8)Beginning in the first quarter of 2025, we will report AFFO under our revised definition, which includes an adjustment for CCRC non-refundable entrance fee cash collections in excess of the related amortization. Under this revised definition, diluted AFFO applicable to common shares would be $311.9 million and $205.5 million, respectively, and diluted AFFO per common share would be $0.44 and $0.37, respectively, for the three months ended December 31, 2024 and 2023. Under this revised definition, diluted AFFO applicable to common shares would be $1.16 billion and $890.8 million, respectively, and diluted AFFO per common share would be $1.68 and $1.61, respectively, for the years ended December 31, 2024 and 2023.

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8

Reconciliations
2025 Guidance(1)
Per share data

2025 Guidance Ranges
Low High
Diluted earnings per common share $ 0.30  $ 0.36 
Real estate related depreciation and amortization 1.47  1.47 
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures 0.07  0.07 
Noncontrolling interests' share of real estate related depreciation and amortization (0.02) (0.02)
Loss (gain) on sales of depreciable real estate, net (0.01) (0.01)
Diluted Nareit FFO per common share $ 1.81  $ 1.87 
Diluted FFO as Adjusted per common share $ 1.81  $ 1.87 
______________________________________
(1)The foregoing projections reflect management's view of current and future market conditions as of February 3, 2025 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on February 3, 2025. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
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9

Reconciliations
2025 Guidance(1)
In millions

For the projected year 2025 (low)
Total Portfolio
Net Income $ 242 
Real estate related depreciation and amortization 1,036 
Loss (gain) on sales of depreciable real estate, net (3)
Other income, costs, and expense adjustments for Cash (Adjusted) NOI 241 
Cash (Adjusted) NOI $ 1,516 
Merger-Combined non-SS Adjusted NOI (110)
Total Merger-Combined Same-Store Cash (Adjusted) NOI(2)
$ 1,406 

For the projected year 2025 (high)
Total Portfolio
Net Income $ 280 
Real estate related depreciation and amortization 1,036 
Loss (gain) on sales of depreciable real estate, net (3)
Other income, costs, and expense adjustments for Cash (Adjusted) NOI 241 
Cash (Adjusted) NOI $ 1,553 
Merger-Combined non-SS Adjusted NOI (134)
Total Merger-Combined Same-Store Cash (Adjusted) NOI(2)
$ 1,420 

For the year-ended December 31, 2024
Total Portfolio
Net Income $ 267 
Real estate related depreciation and amortization 1,057 
Loss (gain) on sales of depreciable real estate, net (179)
Impairments (recoveries) and other losses (gains), net 23 
Other income, costs, and expense adjustments for Cash (Adjusted) NOI 329 
Cash (Adjusted) NOI $ 1,498 
Pre-Merger legacy Physicians Realty Trust Adjusted NOI 53 
Merger-Combined non-SS Adjusted NOI (185)
Total Merger-Combined Same-Store Cash (Adjusted) NOI(2)
$ 1,365 

Projected Merger-Combined Cash Same-Store for the full year 2025
Low 3.00  %
High 4.00  %
______________________________________
(1)The foregoing projections reflect management's view of current and future market conditions as of February 3, 2025 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on February 3, 2025. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments. May not foot or recalculate due to the rounding.
(2)Total Merger-Combined Same-Store Cash (Adjusted) NOI include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.

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10

Reconciliations

Enterprise Gross Assets
In thousands

December 31, 2024
Consolidated total assets(1)
$ 19,938,255 
Investments in and advances to unconsolidated joint ventures (936,814)
Accumulated depreciation and amortization of real estate 4,083,030 
Accumulated amortization of real estate intangibles 651,731 
Accumulated depreciation and amortization of real estate assets held for sale 2,815 
Consolidated Gross Assets $ 23,739,017 
Healthpeak's share of unconsolidated joint venture gross assets 1,375,383 
Enterprise Gross Assets $ 25,114,400 
______________________________________
(1)Consolidated total assets represents total assets on the Consolidated Balance Sheet as of December 31, 2024 presented on page 8 within the Earnings Release and Supplemental Report for the quarter ended December 31, 2024.

Portfolio Investment
In thousands

December 31, 2024
Outpatient
Medical
Lab CCRC Other Total
Net real estate $ 7,054,012  $ 7,168,124  $ 1,609,268  $ —  $ 15,831,404 
Real estate assets held for sale, net 7,840  —  —  —  7,840 
Intangible assets, net 686,500  55,793  74,961  —  817,254 
Accumulated depreciation and amortization of real estate 2,002,521  1,644,660  435,849  —  4,083,030 
Accumulated amortization of real estate intangibles assets 316,802  73,212  261,717  —  651,731 
Accumulated depreciation and amortization of real estate assets held for sale 2,815  —  —  —  2,815 
Healthpeak's share of unconsolidated joint venture gross real estate assets 236,293  576,439  —  480,466  1,293,198 
Fully depreciated and amortized real estate and intangibles assets 795,151  575,266  25,912  —  1,396,329 
Leasing commissions and other 181,972  110,797  —  —  292,769 
Debt investments —  —  —  688,797  688,797 
Real estate intangible liabilities, gross (241,567) (190,922) —  —  (432,489)
Noncontrolling interests' share of consolidated joint venture real estate and related intangibles (422,465) —  —  —  (422,465)
Portfolio Investment $ 10,619,874  $ 10,013,369  $ 2,407,707  $ 1,169,263  $ 24,210,213 
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11

Reconciliations

Revenues
In thousands
Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Outpatient Medical $ 188,835  $ 238,272  $ 332,515  $ 317,659  $ 317,298 
Lab 223,497  223,761  214,266  225,592  217,833 
CCRC 136,341  138,776  140,891  142,845  145,963 
Other 4,979  5,059  6,878  13,126  15,199 
Corporate Non-segment —  692  954  1,175  1,695 
Total revenues $ 553,652  $ 606,560  $ 695,504  $ 700,397  $ 697,988 
Outpatient Medical —  —  —  —  — 
Lab —  —  —  —  — 
CCRC —  —  —  —  — 
Other (4,979) (5,059) (6,878) (13,126) (15,199)
Corporate Non-segment —  (692) (954) (1,175) (1,695)
Less: Interest income and other $ (4,979) $ (5,751) $ (7,832) $ (14,301) $ (16,894)
Outpatient Medical 788  2,739  6,903  7,065  7,334 
Lab 3,406  4,861  4,301  5,242  5,329 
CCRC —  —  —  —  — 
Other 21,247  21,533  21,378  21,886  21,845 
Corporate Non-segment —  —  —  —  — 
Healthpeak's share of unconsolidated joint venture real estate revenues $ 25,441  $ 29,133  $ 32,582  $ 34,193  $ 34,508 
Outpatient Medical —  —  —  —  — 
Lab —  —  —  —  — 
CCRC —  —  —  —  — 
Other —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Healthpeak's share of unconsolidated joint venture government grant income $ $ —  $ —  $ —  $ — 
Outpatient Medical (8,710) (8,876) (9,341) (9,734) (9,692)
Lab (171) (163) (33) —  — 
CCRC —  —  —  —  — 
Other —  —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Noncontrolling interests' share of consolidated joint venture real estate revenues $ (8,881) $ (9,039) $ (9,374) $ (9,734) $ (9,692)

Continued
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12

Reconciliations

Revenues
In thousands
Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Outpatient Medical $ (3,612) $ (7,011) $ (12,101) $ (12,761) $ (13,181)
Lab (10,296) (21,127) (12,988) (16,647) (12,550)
CCRC (1) (1) —  — 
Other (81) (56) (18) (71) (94)
Corporate Non-segment —  —  —  —  — 
Non-cash adjustments to real estate revenues $ (13,990) $ (28,193) $ (25,108) $ (29,479) $ (25,825)
Outpatient Medical 177,301  225,124  317,976  302,229  301,759 
Lab 216,436  207,332  205,546  214,187  210,612 
CCRC 136,340  138,777  140,890  142,845  145,963 
Other 21,167  21,477  21,360  21,815  21,751 
Corporate Non-segment —  —  —  —  — 
Portfolio Cash Real Estate Revenues(1)
$ 551,244  $ 592,710  $ 685,772  $ 681,076  $ 680,085 
Outpatient Medical 78,391  90,529  —  —  — 
Lab —  —  —  —  — 
CCRC —  —  —  —  — 
Other —  —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Pre-Merger legacy Physicians Realty Trust Cash Real Estate Revenue $ 78,391  $ 90,529  $ —  $ —  $ — 
Outpatient Medical 25,035  (30,686) (30,238) (11,353) (8,542)
Lab (54,226) (42,644) (37,160) (40,554) (38,762)
CCRC (257) (299) (306) (304) (305)
Other (21,167) (21,477) (21,360) (21,815) (21,751)
Corporate Non-segment —  —  —  —  — 
Merger-Combined non-SS Cash Real Estate Revenues $ (50,615) $ (95,106) $ (89,064) $ (74,026) $ (69,360)
Outpatient Medical 280,727  284,967  287,738  290,876  293,217 
Lab 162,210  164,688  168,386  173,633  171,850 
CCRC 136,083  138,478  140,584  142,541  145,658 
Other —  —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Merger-Combined SS Cash Real Estate Revenues(3)
$ 579,020  $ 588,133  $ 596,708  $ 607,050  $ 610,725 
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13

Reconciliations

Operating Expenses
In thousands
Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Outpatient Medical $ 65,691  $ 81,268  $ 111,702  $ 106,484  $ 106,539 
Lab 56,964  56,840  56,656  64,075  62,049 
CCRC 105,920  105,621  105,469  109,720  108,438 
Other —  —  —  —  — 
Corporate Non-segment (4,174) —  —  —  — 
Operating expenses $ 224,401  $ 243,729  $ 273,827  $ 280,279  $ 277,026 
Outpatient Medical 295  1,083  2,464  2,832  2,655 
Lab 1,104  1,324  1,528  1,811  1,703 
CCRC —  —  —  —  — 
Other 15,748  16,099  15,790  16,226  16,224 
Corporate Non-segment —  —  —  —  — 
Healthpeak's share of unconsolidated joint venture operating expenses $ 17,147  $ 18,506  $ 19,782  $ 20,869  $ 20,582 
Outpatient Medical (2,443) (2,430) (2,609) (2,851) (2,692)
Lab (48) (43) (9) —  — 
CCRC —  —  —  —  — 
Other —  —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Noncontrolling interests' share of consolidated joint venture operating expenses $ (2,491) $ (2,473) $ (2,618) $ (2,851) $ (2,692)
Outpatient Medical —  —  —  —  — 
Lab —  —  —  —  — 
CCRC —  —  —  —  — 
Other —  —  —  —  — 
Corporate Non-segment (4,174) —  —  —  — 
Non-property level operating expenses $ (4,174) $ —  $ —  $ —  $ — 
Outpatient Medical (675) (884) (1,671) (1,741) (1,791)
Lab 612  308  301  253  275 
CCRC 940  1,738  (95) 1,479 
Other (505) (9) (244) (88)
Corporate Non-segment —  —  —  —  — 
Non-cash adjustments to operating expenses $ 372  $ (584) $ 124  $ (1,580) $ (125)
Outpatient Medical 62,868  79,037  109,886  104,724  104,711 
Lab 58,632  58,429  58,476  66,139  64,027 
CCRC 106,860  105,622  107,207  109,625  109,917 
Other 15,243  16,090  15,546  16,229  16,136 
Corporate Non-segment —  —  —  —  — 
Portfolio Cash Operating Expenses(2)
$ 243,603  $ 259,178  $ 291,115  $ 296,717  $ 294,791 

Continued
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14

Reconciliations

Operating Expenses
In thousands
Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Outpatient Medical $ 36,300  $ 29,131  $ —  $ —  $ — 
Lab —  —  —  —  — 
CCRC —  —  —  —  — 
Other —  —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Pre-Merger legacy Physicians Realty Trust Cash Operating Expenses $ 36,300  $ 29,131  $ —  $ —  $ — 
Outpatient Medical (4,950) (10,888) (11,831) (6,199) (3,803)
Lab (12,740) (11,723) (11,537) (13,101) (14,149)
CCRC (504) (627) (440) (635) (626)
Other (15,243) (16,090) (15,546) (16,229) (16,136)
Corporate Non-segment —  —  —  —  — 
Merger-Combined non-SS Cash Operating Expenses $ (33,437) $ (39,328) $ (39,354) $ (36,164) $ (34,714)
Outpatient Medical 94,218  97,280  98,055  98,525  100,908 
Lab 45,892  46,706  46,939  53,038  49,878 
CCRC 106,356  104,995  106,767  108,990  109,291 
Other —  —  —  —  — 
Corporate Non-segment —  —  —  —  — 
Merger-Combined SS Cash Operating Expenses(3)
$ 246,466  $ 248,981  $ 251,761  $ 260,553  $ 260,077 
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15

Reconciliations

Revenue Operating Expenses
In thousands

Year Ended
December 31, 2024
Year Ended
December 31, 2024
Outpatient Medical $ 1,205,744  Outpatient Medical $ 405,993 
Lab 881,452  Lab 239,620 
CCRC 568,475  CCRC 429,248 
Other 40,262  Other — 
Corporate Non-segment 4,516  Corporate Non-segment — 
Total revenues $ 2,700,449  Operating expenses $ 1,074,861 
Outpatient Medical —  Outpatient Medical 9,034 
Lab —  Lab 6,366 
CCRC —  CCRC — 
Other (40,262) Other 64,339 
Corporate Non-segment (4,516) Corporate Non-segment — 
Less: Interest income and other $ (44,778) Healthpeak's share of unconsolidated joint venture operating expenses $ 79,739 
Outpatient Medical 24,041  Outpatient Medical (10,582)
Lab 19,733  Lab (52)
CCRC —  CCRC — 
Other 86,642  Other — 
Corporate Non-segment —  Corporate Non-segment — 
Healthpeak's share of unconsolidated joint venture real estate revenues $ 130,416  Noncontrolling interests' share of consolidated joint venture operating expenses $ (10,634)
Outpatient Medical (37,643) Outpatient Medical (6,087)
Lab (196) Lab 1,137 
CCRC —  CCRC 3,123 
Other —  Other (338)
Corporate Non-segment —  Corporate Non-segment — 
Noncontrolling interests' share of consolidated joint venture real estate revenues $ (37,839) Non-cash adjustments to operating expenses $ (2,165)
Outpatient Medical (45,054) Outpatient Medical 398,358 
Lab (63,312) Lab 247,071 
CCRC —  CCRC 432,371 
Other (239) Other 64,001 
Corporate Non-segment —  Corporate Non-segment — 
Non-cash adjustments to real estate revenues $ (108,605)
Portfolio Cash Operating Expenses(2)
$ 1,141,801 
Outpatient Medical 1,147,088  Outpatient Medical 29,131 
Lab 837,677  Life science — 
CCRC 568,475  CCRC — 
Other 86,403  Other — 
Corporate Non-segment —  Corporate Non-Segment — 
Portfolio Cash Real Estate Revenues(1)
$ 2,639,643  Pre-Merger legacy Physicians Realty Trust Cash Operating Expenses $ 29,131 
Continued






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16

Reconciliations

Revenue Operating Expenses
In thousands

Year Ended
December 31, 2024
Year Ended
December 31, 2024
Outpatient Medical $ 90,529  Outpatient Medical $ (38,280)
Lab —  Lab (60,680)
CCRC —  CCRC (2,328)
Other —  Other (64,001)
Corporate Non-segment —  Corporate Non-segment — 
Pre-Merger legacy Physicians Realty Trust Cash Real Estate Revenue $ 90,529  Merger-Combined non-SS Cash Operating Expenses $ (165,289)
Outpatient Medical (93,546) Outpatient Medical 389,209 
Lab (194,001) Lab 186,391 
CCRC (1,215) CCRC 430,043 
Other (86,403) Other — 
Corporate Non-segment —  Corporate Non-segment — 
Merger-Combined non-SS Cash Real Estate Revenues $ (375,165)
Merger-Combined SS Cash Operating Expenses(3)
$ 1,005,643 
Outpatient Medical 1,144,071 
Lab 643,676 
CCRC 567,260 
Other — 
Corporate Non-segment — 
Merger-Combined SS Cash Real Estate Revenues(3)
$ 2,355,007 

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17

Reconciliations

Revenue Operating Expenses
In thousands

Year Ended
December 31, 2023
Year Ended
December 31, 2023
Outpatient Medical $ 753,479  Outpatient Medical $ 263,132 
Lab 878,326  Lab 229,630 
CCRC 527,417  CCRC 413,472 
Other 21,781  Other — 
Corporate Non-segment —  Corporate Non-segment (4,174)
Total revenues $ 2,181,003  Operating expenses $ 902,060 
Outpatient Medical —  Outpatient Medical 1,189 
Lab —  Lab 4,092 
CCRC 184  CCRC — 
Other —  Other 60,811 
Corporate Non-segment —  Corporate Non-segment — 
Government grant income $ 184  Healthpeak's share of unconsolidated joint venture operating expenses $ 66,092 
Outpatient Medical —  Outpatient Medical (9,921)
Lab —  Lab (156)
CCRC —  CCRC — 
Other (21,781) Other — 
Corporate Non-segment —  Corporate Non-segment — 
Less: Interest income and other $ (21,781) Noncontrolling interests' share of consolidated joint venture operating expenses $ (10,077)
Outpatient Medical 3,033  Outpatient Medical — 
Lab 9,924  Lab — 
CCRC —  CCRC — 
Other 82,426  Other — 
Corporate Non-segment —  Corporate Non-segment (4,174)
Healthpeak's share of unconsolidated joint venture real estate revenues $ 95,383  Non-property level operating expenses $ (4,174)
Outpatient Medical —  Outpatient Medical (2,676)
Lab —  Lab 961 
CCRC —  CCRC 1,618 
Other 229  Other (443)
Corporate Non-segment —  Corporate Non-segment — 
Healthpeak's share of unconsolidated joint venture government grant income $ 229  Non-cash adjustments to operating expenses $ (540)
Outpatient Medical (35,073) Outpatient Medical 251,724 
Lab (619) Lab 234,527 
CCRC —  CCRC 415,090 
Other —  Other 60,368 
Corporate Non-segment —  Corporate Non-segment — 
Noncontrolling interests' share of consolidated joint venture real estate revenues $ (35,692)
Portfolio Cash Operating Expenses(2)
$ 961,709 
Continued





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18

Reconciliations

Revenue Operating Expenses
In thousands

Year Ended
December 31, 2023
Year Ended
December 31, 2023
Outpatient Medical $ (16,991) Outpatient Medical $ 149,720 
Lab (35,563) Life science — 
CCRC —  CCRC — 
Other (77) Other — 
Corporate Non-segment —  Corporate Non-Segment — 
Non-cash adjustments to real estate revenues $ (52,631) Pre-Merger legacy Physicians Realty Trust Cash Operating Expenses $ 149,720 
Outpatient Medical 704,448  Outpatient Medical (22,516)
Lab 852,068  Lab (56,527)
CCRC 527,601  CCRC (1,934)
Other 82,578  Other (60,368)
Corporate Non-segment —  Corporate Non-segment — 
Portfolio Cash Real Estate Revenues(1)
$ 2,166,695  Merger-Combined non-SS Cash Operating Expenses $ (141,345)
Outpatient Medical 458,720  Outpatient Medical 378,928 
Lab —  Lab 178,000 
CCRC —  CCRC 413,156 
Other —  Other — 
Corporate Non-segment —  Corporate Non-segment — 
Pre-Merger legacy Physicians Realty Trust Cash Real Estate Revenue $ 458,720 
Merger-Combined SS Cash Operating Expenses(3)
$ 970,084 
Outpatient Medical (53,130)
Lab (238,631)
CCRC (833)
Other (82,578)
Corporate Non-segment — 
Merger-Combined non-SS Cash Real Estate Revenues $ (375,172)
Outpatient Medical 1,110,038 
Lab 613,437 
CCRC 526,768 
Other — 
Corporate Non-segment — 
Merger-Combined SS Cash Real Estate Revenues(3)
$ 2,250,243 
______________________________________
(1)Portfolio Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
(2)Portfolio Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fees expense.
(3)Merger-Combined Same-Store Cash Real Estate Revenues and Merger-Combined Same-Store Cash Operating Expenses include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.

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19

Reconciliations

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

Total Portfolio Three Months Ended
  December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Net income (loss) $ 75,395  $ 11,177  $ 152,716  $ 92,738  $ 10,672 
Interest income and other (4,979) (5,751) (7,832) (14,301) (16,894)
Interest expense 52,784  60,907  74,910  74,105  70,508 
Depreciation and amortization 188,544  219,219  283,498  280,019  274,469 
General and administrative 21,556  23,299  26,718  23,216  23,929 
Transaction and merger-related costs 14,417  107,220  7,759  7,134  10,572 
Impairments and loan loss reserves, net (5,445) 11,458  (553) 441  11,632 
(Gain) loss on sales of real estate, net —  (3,255) (122,044) (62,325) 8,929 
Other (income) expense, net (2,600) (78,516) (4,004) (982) 24,157 
Income tax (benefit) expense (11,842) 13,698  2,728  1,938  (14,014)
Equity (income) loss from unconsolidated joint ventures (3,558) (2,376) (51) 3,834  108 
Healthpeak's share of unconsolidated joint venture NOI 8,295  10,627  12,800  13,324  13,926 
Noncontrolling interests' share of consolidated joint venture NOI (6,390) (6,566) (6,756) (6,883) (7,000)
Non-property level NOI (4,174) —  —  —  — 
Adjustments to NOI(1)
(14,361) (27,609) (25,232) (27,899) (25,700)
Portfolio Adjusted NOI $ 307,642  $ 333,532  $ 394,657  $ 384,359  $ 385,294 
Pre-Merger legacy Physicians Realty Trust Adjusted NOI 42,090  61,398  —  —  — 
Merger-Combined non-SS Adjusted NOI (17,178) (55,778) (49,710) (37,862) (34,646)
Merger-Combined SS Adjusted NOI(2)
$ 332,554  $ 339,152  $ 344,947  $ 346,497  $ 350,648 


Outpatient Medical
Three Months Ended
  December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Net income (loss) $ 48,580  $ 49,684  $ 108,586  $ 94,960  $ 32,066 
Interest expense 1,979  3,131  4,070  4,268  3,686 
Depreciation and amortization 74,067  106,292  173,408  168,120  162,592 
Transaction and merger-related costs 949  113  41  889  1,137 
Impairments and loan loss reserves, net —  —  —  —  13,118 
(Gain) loss on sales of real estate, net —  (3,255) (66,831) (62,325) (5,832)
Other (income) expense, net (2,180) (71) (1,383) 78  1,122 
Equity (income) loss from unconsolidated joint ventures (251) 1,110  2,922  5,185  2,870 
Healthpeak's share of unconsolidated joint venture NOI 493  1,656  4,439  4,233  4,679 
Noncontrolling interests' share of consolidated joint venture NOI (6,267) (6,446) (6,732) (6,883) (7,000)
Adjustments to NOI(1)
(2,938) (6,127) (10,430) (11,020) (11,390)
Portfolio Adjusted NOI $ 114,432  $ 146,087  $ 208,090  $ 197,505  $ 197,048 
Pre-Merger legacy Physicians Realty Trust Adjusted NOI 42,090  61,398  —  —  — 
Merger-Combined non-SS Adjusted NOI 29,987  (19,798) (18,407) (5,154) (4,739)
Merger-Combined SS Adjusted NOI(2)
$ 186,509  $ 187,687  $ 189,683  $ 192,351  $ 192,309 

Continued
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20

Reconciliations

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

Lab Three Months Ended
  December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Net income (loss) $ 86,913  $ 169,798  $ 138,830  $ 85,240  $ 83,305 
Depreciation and amortization 80,886  78,908  75,947  77,625  77,127 
Transaction and merger-related costs 124  478  12 
(Gain) loss on sales of real estate, net —  —  (55,213) —  (298)
Other (income) expense, net (6) (78,983) (185) 402  (2,496)
Equity (income) loss from unconsolidated joint ventures (1,384) (2,811) (2,247) (1,754) (1,866)
Healthpeak's share of unconsolidated joint venture NOI 2,302  3,537  2,773  3,431  3,626 
Noncontrolling interests' share of consolidated joint venture NOI (123) (120) (24) —  — 
Adjustments to NOI(1)
(10,907) (21,435) (13,289) (16,900) (12,825)
Portfolio Adjusted NOI $ 157,805  $ 148,903  $ 147,070  $ 148,048  $ 146,585 
Merger-Combined non-SS Adjusted NOI (41,487) (30,921) (25,623) (27,453) (24,613)
Merger-Combined SS Adjusted NOI(2)
$ 116,318  $ 117,982  $ 121,447  $ 120,595  $ 121,972 

CCRC Three Months Ended
  December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Net income (loss) $ (6,213) $ (2,172) $ (160) $ (2,827) $ (25,978)
Interest expense 1,541  996  984  984  978 
Depreciation and amortization 33,591  34,019  34,143  34,274  34,750 
Transaction and merger-related costs 1,469  73  (24) —  11 
Other (income) expense, net 33  239  479  694  27,764 
Adjustments to NOI(1)
(940) —  (1,739) 95  (1,479)
Portfolio Adjusted NOI $ 29,481  $ 33,155  $ 33,683  $ 33,220  $ 36,046 
Merger-Combined non-SS Adjusted NOI 246  328  134  331  321 
Merger-Combined SS Adjusted NOI(2)
$ 29,727  $ 33,483  $ 33,817  $ 33,551  $ 36,367 

Other Three Months Ended
  December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Net income (loss) $ 12,338  $ (5,724) $ 8,195  $ 12,282  $ 2,522 
Interest income and other (4,979) (5,059) (6,878) (13,126) (15,199)
Impairments and loan loss reserves, net (5,445) 11,458  (553) 441  (1,486)
(Gain) loss on sales of real estate, net —  —  —  —  15,059 
Other (income) expense, net —  (38) —  — 
Equity (income) loss from unconsolidated joint ventures (1,923) (675) (726) 403  (896)
Healthpeak's share of unconsolidated joint venture NOI 5,500  5,434  5,588  5,660  5,621 
Adjustments to NOI(1)
424  (47) 226  (74) (6)
Portfolio Adjusted NOI $ 5,924  $ 5,387  $ 5,814  $ 5,586  $ 5,615 
Merger-Combined non-SS Adjusted NOI (5,924) (5,387) (5,814) (5,586) (5,615)
Merger-Combined SS Adjusted NOI(2)
$ —  $ —  $ —  $ —  $ — 

Continued
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21

Reconciliations

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

Corporate Non-Segment
Three Months Ended
  December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Net income (loss) $ (66,223) $ (200,409) $ (102,735) $ (96,917) $ (81,243)
Interest income and other —  (692) (954) (1,175) (1,695)
Interest expense 49,264  56,780  69,856  68,853  65,844 
General and administrative 21,556  23,299  26,718  23,216  23,929 
Transaction and merger-related costs 11,875  107,025  7,264  6,241  9,412 
Other (income) expense, net (456) 299  (2,877) (2,156) (2,233)
Income tax (benefit) expense (11,842) 13,698  2,728  1,938  (14,014)
Non-property level NOI (4,174) —  —  —  — 
Merger-Combined SS Adjusted NOI(2)
$ —  $ —  $ —  $ —  $ — 

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22

Reconciliations

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

For the year ended December 31, 2024
Outpatient
Medical
Lab CCRC Other Non-
reportable
Corporate
Non-segment
Total
Net income (loss) $ 285,296  $ 477,173  $ (31,137) $ 17,275  $ (481,304) $ 267,303 
Interest income and other —  —  —  (40,262) (4,516) (44,778)
Interest expense 15,155  —  3,942  —  261,333  280,430 
Depreciation and amortization 610,412  309,607  137,186  —  —  1,057,205 
General and administrative —  —  —  —  97,162  97,162 
Transaction and merger-related costs 2,180  503  60  —  129,942  132,685 
Impairments and loan loss reserves, net 13,118  —  —  9,860  —  22,978 
(Gain) loss on sales of real estate, net (138,243) (55,511) —  15,059  —  (178,695)
Other (income) expense, net (254) (81,262) 29,176  (38) (6,967) (59,345)
Income tax (benefit) expense —  —  —  —  4,350  4,350 
Equity (income) loss from unconsolidated joint ventures 12,087  (8,678) —  (1,894) —  1,515 
Healthpeak's share of unconsolidated joint venture NOI 15,007  13,367  —  22,303  —  50,677 
Noncontrolling interests' share of consolidated joint venture NOI (27,061) (144) —  —  —  (27,205)
Adjustments to NOI(1)
(38,967) (64,449) (3,123) 99  —  (106,440)
Portfolio Adjusted NOI $ 748,730  $ 590,606  $ 136,104  $ 22,402  $ —  $ 1,497,842 
Pre-Merger legacy Physicians Realty Trust Adjusted NOI 61,398  —  —  —  —  61,398 
Merger-Combined non-SS Adjusted NOI (55,266) (133,321) 1,113  (22,402) —  (209,876)
Merger-Combined SS Adjusted NOI(2)
$ 754,862  $ 457,285  $ 137,217  $ —  $ —  $ 1,349,364 

















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23

Reconciliations

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

For the year ended December 31, 2023
Outpatient
Medical
Lab CCRC Other Non-
reportable
Corporate
Non-segment
Total
Net income (loss) $ 216,618  $ 385,059  $ (26,587) $ 36,783  $ (277,116) $ 334,757 
Interest income and other —  —  —  (21,781) —  (21,781)
Interest expense 7,770  —  7,010  —  185,551  200,331 
Depreciation and amortization 289,683  328,349  131,869  —  —  749,901 
General and administrative —  —  —  —  95,132  95,132 
Transaction and merger-related costs 1,120  333  1,881  —  14,181  17,515 
Impairments and loan loss reserves, net —  —  —  (5,601) —  (5,601)
(Gain) loss on sales of real estate, net (21,312) (60,498) —  (4,653) —  (86,463)
Other (income) expense, net (2,697) (7) (228) 81  (3,957) (6,808)
Government grant income —  —  184  —  —  184 
Income tax (benefit) expense —  —  —  —  (9,617) (9,617)
Equity (income) loss from unconsolidated joint ventures (835) (4,540) —  (4,829) —  (10,204)
Healthpeak's share of unconsolidated joint venture NOI 1,844  5,832  —  21,844  —  29,520 
Noncontrolling interests' share of consolidated joint venture NOI (25,152) (463) —  —  —  (25,615)
Non-property level NOI —  —  —  —  (4,174) (4,174)
Adjustments to NOI(1)
(14,314) (36,524) (1,618) 366  —  (52,090)
Portfolio Adjusted NOI $ 452,725  $ 617,541  $ 112,511  $ 22,210  $ —  $ 1,204,987 
Pre-Merger legacy Physicians Realty Trust Adjusted NOI 309,000  —  —  —  —  309,000 
Merger-Combined non-SS Adjusted NOI (30,615) (182,104) 1,101  (22,210) —  (233,828)
Merger-Combined SS Adjusted NOI(2)
$ 731,110  $ 435,437  $ 113,612  $ —  $ —  $ 1,280,159 
______________________________________
(1)Adjustments to NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, the impact of deferred community fee income, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fees expense.
(2)Merger-Combined Same-Store Adjusted NOI include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.


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24

Reconciliations

Property Count Reconciliations
As of December 31, 2024
Property Count Reconciliation
Outpatient
Medical
Lab CCRC Other Total
Prior Quarter Total Property Count 527 139 15 19 700
Assets sold (3) (3)
Current Quarter Total Property Count 524 139 15 19 697
Recent acquisitions (2) (2)
Assets in Development (5) (4) (9)
Recently completed Developments (3) (1) (4)
Assets in Redevelopment (24) (24)
Recently completed Redevelopments (1) (2) (3)
Assets held for sale (1) (1)
Segment exclusions (19) (19)
Significant tenant relocation (1) (1)
Three-Month SS Property Count 512 107 15 634
Recent acquisitions (3) (3)
Recently completed Redevelopments (3) (3) (6)
Twelve-Month SS Property Count 506 104 15 625


Sequential SS
Outpatient
Medical
Lab CCRC Other Total
Prior Quarter Three-Month SS Property Count 513 111 15 639
Acquisitions 1 1
Assets in Redevelopment (6) (6)
Prior Development/Redevelopment 2 2 4
Assets held for sale (1) (1)
Assets sold (3) (3)
Current Quarter Three-Month SS Property Count 512 107 15 634
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25

Reconciliations

Common Stock and Equivalents
In thousands
Weighted Average Shares Weighted Average Shares
Three Months Ended
December 31, 2024
Twelve Months Ended
December 31, 2024
Shares Outstanding
December 31, 2024
Diluted EPS Diluted Nareit FFO Diluted FFO as Adjusted Diluted AFFO Diluted EPS Diluted Nareit FFO Diluted FFO as Adjusted Diluted AFFO
Common stock 699,485  699,457  699,457  699,457  699,457  675,680  675,680  675,680  675,680 
Common stock equivalent securities(1):
Restricted stock units 875  139  139  139  139  148  148  148  148 
OP units 3,177  —  1,524  1,524  1,524  405  1,232  1,232  1,232 
Convertible partnership units 13,510  —  13,528  13,528  13,528  —  12,578  12,578  12,578 
Total common stock and equivalents 717,047  699,596  714,648  714,648  714,648  676,233  689,638  689,638  689,638 
______________________________________
(1)The weighted average shares for the three and twelve months ended December 31, 2024 represent the current dilutive impact, using the treasury stock method, of approximately 1 million restricted stock units, 3.2 million OP Units, and 13.5 million DownREIT units.
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26

Reconciliations

Net Income to Adjusted EBITDAre
In thousands
Three Months Ended
December 31, 2024
Twelve Months Ended
December 31, 2024
Net income (loss) $ 10,672  $ 267,303 
Interest expense 70,508  280,430 
Income tax expense (benefit) (14,014) 4,350 
Depreciation and amortization 274,469  1,057,205 
Other depreciation and amortization 1,005  3,679 
Loss (gain) on sales of real estate 8,929  (178,695)
Loss (gain) upon change of control —  (77,548)
Impairments (recoveries) of depreciable real estate 13,118  13,118 
Share of unconsolidated JV:
  Interest expense 3,614  14,419 
  Income tax expense (benefit) 222  572 
  Depreciation and amortization 12,441  44,961 
EBITDAre $ 380,964  $ 1,429,794 
Transaction and merger-related items 6,181  115,123 
Other impairments (recoveries) and other losses (gains) (2,360) 9,381 
Casualty-related charges (recoveries) 29,517  30,387 
Stock-based compensation amortization expense 3,608  15,543 
Impact of transactions closed during the period(1)
(85) 52,288 
Adjusted EBITDAre(2)
$ 417,825  $ 1,652,516 
Impact of transactions closed during the period(1)
85  (52,288)
Fixed Charge Coverage Adjusted EBITDAre(3)
$ 417,910  $ 1,600,228 


Adjusted Fixed Charge Coverage
In thousands
Three Months Ended
December 31, 2024
Twelve Months Ended
December 31, 2024
Interest expense, including unconsolidated JV interest expense at share $ 74,122  $ 294,849 
Capitalized interest, including unconsolidated JV capitalized interest at share 20,968  69,843 
Fixed Charges $ 95,090  $ 364,692 
Adjusted Fixed Charge Coverage(2)
  4.4x   4.4x
  ______________________________________
(1)Adjustment reflects the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period.
(2)Beginning in the first quarter of 2025, we will report Adjusted EBITDAre under our revised definition, which includes an adjustment for CCRC non-refundable entrance fee cash collections in excess of (less than) the related amortization. Under this revised definition, Adjusted EBITDAre would be $441 million and $1.71 billion, respectively, and Adjusted Fixed Charge Coverage would be 4.6x and 4.5x, respectively, for the three and twelve months ended December 31, 2024.
(3)Fixed Charge Coverage Adjusted EBITDAre is utilized in the calculation of Adjusted Fixed Charge Coverage and excludes the impact of transactions that closed during the period for consistency with the calculation of Fixed Charges.
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Reconciliations

Enterprise Debt and Net Debt
In thousands
December 31, 2024
Bank line of credit and commercial paper $ 150,000 
Term loans 1,646,043 
Senior unsecured notes 6,563,256 
Mortgage debt 356,750 
Consolidated Debt $ 8,716,049 
Share of unconsolidated JV mortgage debt 186,767 
Enterprise Debt $ 8,902,816 
Cash and cash equivalents (119,818)
Share of unconsolidated JV cash and cash equivalents (29,015)
Restricted cash (64,487)
Share of unconsolidated JV restricted cash (4,051)
Net Debt $ 8,685,445 
Financial Leverage
In thousands
December 31, 2024
Enterprise Debt $ 8,902,816 
Enterprise Gross Assets 25,114,400 
Financial Leverage 35.4%
Secured Debt Ratio
In thousands
December 31, 2024
Mortgage debt $ 356,750 
Share of unconsolidated JV mortgage debt 186,767 
Enterprise Secured Debt $ 543,517 
Enterprise Gross Assets $ 25,114,400 
Secured Debt Ratio 2.2%
Net Debt to Adjusted EBITDAre
In thousands
Three Months Ended
December 31, 2024
Twelve Months Ended
December 31, 2024
Net Debt $ 8,685,445  $ 8,685,445 
Annualized Adjusted EBITDAre(1)
1,671,300  1,652,516 
Net Debt to Adjusted EBITDAre(2)
  5.2x   5.3x
  ______________________________________
(1)Represents the current quarter Adjusted EBITDAre multiplied by a factor of four.
(2)Beginning in the first quarter of 2025, we will report Adjusted EBITDAre under our revised definition, which includes an adjustment for CCRC non-refundable entrance fee cash collections in excess of (less than) the related amortization. Under this revised definition, Net Debt to Adjusted EBITDAre would be 4.9x and 5.1x, respectively, for the three and twelve months ended December 31, 2024.
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Reconciliations

Healthpeak's Share of Unconsolidated Joint Venture NOI
In thousands

Total Portfolio Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Equity income (loss) from unconsolidated joint ventures $ 3,558  $ 2,376  $ 51  $ (3,834) $ (108)
Depreciation and amortization 6,724  8,772  11,621  12,127  12,441 
General and administrative 199  337  79  353  348 
Other (income) expense, net (2,389) (1,005) 883  4,670  1,039 
Income tax (benefit) expense 203  147  166  206 
Healthpeak's share of unconsolidated joint venture NOI $ 8,295  $ 10,627  $ 12,800  $ 13,324  $ 13,926 

Outpatient Medical Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Equity income (loss) from unconsolidated joint ventures $ 251  $ (1,110) $ (2,922) $ (5,185) $ (2,870)
Depreciation and amortization 241  1,615  4,270  4,253  4,388 
General and administrative (3) 44  133  91  95 
Other (income) expense, net —  1,099  2,965  5,082  3,074 
Income tax (benefit) expense (7) (8) (8)
Healthpeak's share of unconsolidated joint venture NOI $ 493  $ 1,656  $ 4,439  $ 4,233  $ 4,679 

Lab Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Equity income (loss) from unconsolidated joint ventures $ 1,384  $ 2,811  $ 2,247  $ 1,754  $ 1,865 
Depreciation and amortization 1,992  2,573  2,693  3,194  3,380 
General and administrative 134  217  (53) 242  258 
Other (income) expense, net (1,208) (2,064) (2,114) (1,759) (1,877)
Healthpeak's share of unconsolidated joint venture NOI $ 2,302  $ 3,537  $ 2,773  $ 3,431  $ 3,626 

Other Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Equity income (loss) from unconsolidated joint ventures $ 1,923  $ 675  $ 726  $ (403) $ 897 
Depreciation and amortization 4,491  4,584  4,658  4,680  4,673 
General and administrative 68  76  (1) 20  (5)
Other (income) expense, net (1,181) (40) 32  1,347  (158)
Income tax (benefit) expense 199  139  173  16  214 
Healthpeak's share of unconsolidated joint venture NOI $ 5,500  $ 5,434  $ 5,588  $ 5,660  $ 5,621 

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Reconciliations

Healthpeak's Share of Unconsolidated Joint Venture NOI
In thousands


For the year ended December 31, 2024
Outpatient
Medical
Lab Other Total
Equity income (loss) from unconsolidated joint ventures $ (12,087) $ 8,677  $ 1,895  $ (1,515)
Depreciation and amortization 14,526  11,840  18,595  44,961 
General and administrative 363  664  90  1,117 
Other (income) expense, net 12,220  (7,814) 1,181  5,587 
Income tax (benefit) expense (15) —  542  527 
Healthpeak's share of unconsolidated joint venture NOI $ 15,007  $ 13,367  $ 22,303  $ 50,677 


For the year ended December 31, 2023
Outpatient
Medical
Lab Other Total
Equity income (loss) from unconsolidated joint ventures $ 835  $ 4,540  $ 4,829  $ 10,204 
Depreciation and amortization 953  6,496  17,351  24,800 
General and administrative 40  908  211  1,159 
Other (income) expense, net —  (6,112) (1,230) (7,342)
Income tax (benefit) expense 16  —  683  699 
Healthpeak's share of unconsolidated joint venture NOI $ 1,844  $ 5,832  $ 21,844  $ 29,520 
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Reconciliations

Noncontrolling Interests' Share of Consolidated Joint Venture NOI
In thousands

Total Portfolio Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Income (loss) from continuing operations attributable to noncontrolling interest $ 4,451  $ 4,501  $ 6,669  $ 6,866  $ 6,125 
Depreciation and amortization 4,502  4,452  4,614  4,415  4,520 
Other (income) expense, net 23  124  84  207  923 
Dividends attributable to noncontrolling interest (2,586) (2,511) (4,611) (4,605) (4,568)
Noncontrolling interests' share of consolidated joint venture NOI $ 6,390  $ 6,566  $ 6,756  $ 6,883  $ 7,000 
Outpatient Medical Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Income (loss) from continuing operations attributable to noncontrolling interest $ 3,162  $ 3,266  $ 5,398  $ 5,661  $ 4,890 
Depreciation and amortization 4,452  4,402  4,603  4,415  4,520 
Other (income) expense, net 117  215  107  177  923 
Dividends attributable to noncontrolling interest (1,464) (1,437) (3,376) (3,370) (3,333)
Noncontrolling interests' share of consolidated joint venture NOI $ 6,267  $ 6,446  $ 6,732  $ 6,883  $ 7,000 

Lab Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Income (loss) from continuing operations attributable to noncontrolling interest $ 1,093  $ 1,044  $ 949  $ 883  $ 913 
Depreciation and amortization 50  50  11  —  — 
Other (income) expense, net (94) (91) (23) 30  — 
Dividends attributable to noncontrolling interest (926) (883) (913) (913) (913)
Noncontrolling interests' share of consolidated joint venture NOI $ 123  $ 120  $ 24  $ —  $ — 

Corporate Non-segment Three Months Ended
December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Income (loss) from continuing operations attributable to noncontrolling interest $ 196  $ 191  $ 322  $ 322  $ 322 
Dividends attributable to noncontrolling interest (196) (191) (322) (322) (322)
Noncontrolling interests' share of consolidated joint venture NOI $ —  $ —  $ —  $ —  $ — 
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Reconciliations

Noncontrolling Interests' Share of Consolidated Joint Venture NOI
In thousands


For the year ended December 31, 2024
Outpatient
Medical
Lab Corporate
Non-segment
Total
Income (loss) from continuing operations attributable to noncontrolling interest $ 19,215  $ 3,789  $ 1,157  $ 24,161 
Depreciation and amortization 17,939  61  —  18,000 
Other (income) expense, net 1,423  (84) —  1,339 
Dividends attributable to noncontrolling interest (11,516) (3,622) (1,157) (16,295)
Noncontrolling interests' share of consolidated joint venture NOI $ 27,061  $ 144  $ —  $ 27,205 

For the year ended December 31, 2023
Outpatient
Medical
Lab Corporate
Non-segment
Total
Income (loss) from continuing operations attributable to noncontrolling interest $ 23,447  $ 4,715  $ 586  $ 28,748 
(Gain) loss on sales of real estate, net (11,133) (413) —  (11,546)
Depreciation and amortization 18,069  192  —  18,261 
Other (income) expense, net 554  (372) —  182 
Dividends attributable to noncontrolling interest (5,785) (3,659) (586) (10,030)
Noncontrolling interests' share of consolidated joint venture NOI $ 25,152  $ 463  $ —  $ 25,615 
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Reconciliations

REVPOR CCRC(1)
In thousands, except per month data

Three Months Ended
REVPOR CCRC December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Portfolio Cash Real Estate Revenues(2)
$ 136,340  $ 138,777  $ 140,890  $ 142,845  $ 145,963 
REVPOR CCRC revenues $ 136,340  $ 138,777  $ 140,890  $ 142,845  $ 145,963 
Average occupied units/month 6,031  6,043  6,049  6,013  6,060 
REVPOR CCRC per month(3)
$ 7,536  $ 7,655  $ 7,764  $ 7,919  $ 8,028 
Three Months Ended
REVPOR CCRC excluding NREF Amortization December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
REVPOR CCRC revenues $ 136,340  $ 138,777  $ 140,890  $ 142,845  $ 145,963 
NREF Amortization (22,105) (21,577) (21,401) (22,622) (23,394)
REVPOR CCRC revenues excluding NREF Amortization $ 114,235  $ 117,200  $ 119,489  $ 120,223  $ 122,569 
Average occupied units/month 6,031  6,043  6,049  6,013  6,060 
REVPOR CCRC excluding NREF Amortization per month(3)
$ 6,314  $ 6,465  $ 6,585  $ 6,665  $ 6,742 
_____________________________________
(1)May not foot due to rounding.
(2)See pages 12 and 13 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.
(3)Represents the quarter REVPOR CCRC divided by a factor of three.

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Reconciliations

REVPOR(1)
In thousands, except per month data

Three Months Ended
REVPOR Other December 31,
2023
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
Portfolio Cash Real Estate Revenues(2)
$ 21,167  $ 21,477  $ 21,360  $ 21,815  $ 21,751 
REVPOR revenues $ 21,167  $ 21,477  $ 21,360  $ 21,815  $ 21,751 
Average occupied units/month 1,410  1,401  1,415  1,450  1,461 
REVPOR per month(3)
$ 5,005  $ 5,109  $ 5,032  $ 5,016  $ 4,963 
______________________________________
(1)May not foot due to rounding.
(2)See pages 12 and 13 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.
(3)Represents the quarter REVPOR divided by a factor of three.
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FORWARD-LOOKING STATEMENTS

This Discussion and Reconciliation of Non-GAAP Financial Measures may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which we operate and beliefs of and assumptions made by our management, involve uncertainties that could significantly affect our financial or operating results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “projects,” “forecasts,” “will,” “may,” “potential,” “can,” “could,” “should,” “pro forma,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about our business outlook, 2025 guidance, future acquisitions, dispositions, developments, financing activity, leasing activity, financial and operating results, plans, objectives, expectations, and intentions. All statements that address operating performance, events, or developments that Healthpeak expects or anticipates will occur in the future—including statements relating to creating value for stockholders, and the expected benefits of integration of operations relating to the merger with Physicians Realty Trust and property management internalization—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: macroeconomic trends that may increase construction, labor and other operating costs; changes within the life science industry; significant regulation, funding requirements, and uncertainty faced by our lab tenants; factors adversely affecting our tenants’, operators’, or borrowers’ ability to meet their financial and other contractual obligations to us; the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in that specific sector than if we invested across multiple sectors; the illiquidity of real estate investments; our ability to identify and secure new or replacement tenants and operators; our property development, redevelopment, and tenant improvement risks, which can render a project less profitable or unprofitable and delay or prevent its undertaking or completion; the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to develop, maintain, or expand hospital and health system client relationships; operational risks associated with our senior housing properties managed by third parties, including our properties operated through structures permitted by the Housing and Economic Recovery Act of 2008, which includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”); economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments; uninsured or underinsured losses, which could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses; our use of joint ventures may limit our returns on and our flexibility with jointly owned investments; our use of rent escalators or contingent rent provisions in our leases; competition for suitable healthcare properties to grow our investment portfolio; our ability to exercise rights on collateral securing our real estate-related loans; any requirement that we recognize reserves, allowances, credit losses, or impairment charges; investment of substantial resources and time in transactions that are not consummated; our ability to successfully integrate or operate acquisitions or internalize property management; the potential impact of unfavorable resolution of litigation or disputes and resulting rising liability and insurance costs; environmental compliance costs and liabilities associated with our real estate investments; environmental, social and governance and sustainability commitments and requirements, as well as stakeholder expectations; epidemics, pandemics, or other infectious diseases, including the coronavirus disease (Covid), and health and safety measures intended to reduce their spread; human capital risks, including the loss or limited availability of our key personnel; our reliance on information technology and any material failure, inadequacy, interruption, or security failure of that technology; the use of, or inability to use, artificial intelligence by us, our tenants, our vendors, and our investors; volatility, disruption, or uncertainty in the financial markets; increased borrowing costs, which could impact our ability to refinance existing debt, sell properties, and conduct investment activities; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; the availability of external capital on acceptable terms or at all; an increase in our level of indebtedness; covenants in our debt instruments, which may limit our operational flexibility, and breaches of these covenants; volatility in the market price and trading volume of our common stock; adverse changes in our credit ratings; the failure of our tenants, operators, and borrowers to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety, and other regulations; laws or regulations prohibiting eviction of our tenants; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services; our participation in the Coronavirus, Aid, Relief and Economic Security Act Provider Relief Fund and other Covid-related stimulus and relief programs; changes in federal, state, or local laws or regulations that may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate; our ability to successfully integrate our operations with Physicians Realty Trust and realize the anticipated synergies of our merger with Physicians Realty Trust and benefits of property management internalization; our ability to maintain our qualification as a real estate investment trust (“REIT”); our taxable REIT subsidiaries being subject to corporate level tax; tax imposed on any net income from “prohibited transactions”; changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; tax protection agreements that may limit our ability to dispose of certain properties and may require us to maintain certain debt levels; ownership limits in our charter that restrict ownership in our stock; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”) common units; provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; our status as a holding company of Healthpeak OP; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings.

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