DOCHealthpeak Properties

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from

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shareholders.

Healthpeak Properties, Inc. hereby submits this letter in response to the comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated August 31, 2022. References to “we”, “our” or the “Company” in this response are to Healthpeak Properties, Inc. We acknowledge the Staff’s comments relating to: (1) the reasons we believe our Board’s leadership structure is appropriate given our specific characteristics or circumstances, and the circumstances under which we would consider having the Chairman of the Board and Chief Executive Officer (CEO) roles filled by a single individual, when

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stockholders would be notified of any such change, and whether we would seek prior input from stockholders; (2) the role that the Independent Chairman plays in the leadership of the Board, including whether the Independent Chairman may represent the Board in communications with stockholders and other stakeholders, or require Board consideration of, and/or override our CEO on, any risk matters; and (3) our Board’s administration of its risk oversight function, including the timeframe over which we evaluate risks and how we apply different oversight standards based upon the immediacy of the risk assessed, whether we consult with outside advisors and experts to anticipate future threats and trends, how often we re-assess our risk environment, how the Board interacts with management to address existing risks and identify significant emerging risks, whether we have a Chief Compliance Officer and to whom this position reports, and how our risk oversight process aligns with our disclosure controls and procedures. We respectfully advise the Staff that we currently have robust policies and practices relating to the topics raised by the Staff’s comments. As part of our ongoing corporate governance procedures and in light of the Staff’s comments, we plan to further assess our practices and disclosures with our Board at our upcoming quarterly meeting. Based on my conversation with Mr. Daniel Morris on August 18, 2022, we understand that the Staff is not seeking sample disclosures regarding these policies and practices or other detailed responses to the Staff’s comments at this time. However, as requested by the Staff, we hereby confirm that we will enhance the disclosures in the Company’s proxy statement next year in accordance with the topics above to more clearly address them, as well as any material developments to our risk oversight structure.

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Please expand upon the role that your Independent Chairman plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Independent Chairman may: • represent the board in communications with shareholders and other stakeholders; or • require board consideration of, and/or override your CEO on, any risk matters.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

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re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.

We note your disclosure of Cash NOI and interest income on page 3. Please revise future filings to include a reconciliation of Cash NOI and interest income to the appropriate GAAP measure.

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We note your presentation of diluted FFO per common share, diluted FFO as adjusted per common share and comparable FFO as adjusted per common share, on page 3. Please revise your disclosure in future earnings supplements to include reconciliations for these measures or tell us where the related reconciliations have been included.

No reply letter found.

On pages 40 and 47 we note that you present pro-rata share information for select line items and measures. Please revise future earnings supplements to include disclosure explaining how the various measures were derived.

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It appears that your measure of Funds Available for Distribution can be used as a non- GAAP liquidity measure. Please explain to us how you have considered question 102.05 of the C&DI related to Non-GAAP Financial Measures in drafting your Non-GAAP disclosures related to FAD. In particular, explain to us how you determined presentation of FAD on a per share basis would be appropriate in light of this guidance.

No reply letter found.

Please expand your disclosure to provide a more detailed discussion of the reasons why management believes the measures of FFO as adjusted and FAD are useful non-GAAP measures for investors.

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Please tell us what consideration you have given to providing a discussion of the reason for changes in your non-same property portfolio (i.e. quantifying the change due to dispositions, redevelopment, acquisitions etc.).

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Please clarify for us how you have accounted for the NNN Lease Restructuring and the basis for your conclusions. Cite any relevant accounting literature in your response. In your response, please explain to us whether you accounted for the transaction as the termination of the pre-existing lease and creation of a new lease, and how you determined the lease-related intangibles, initial direct costs and straight-line

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rent receivables associated with the previous leases should be amortized prospectively over the new lease term. Reference is made to ASC Topic 840-10-35-4.

No reply letter found.

Please provide us with a more detailed description of the effective offset of $53 million related to the NNN Lease Restructuring transactions. In your response explain to us how you have accounted for this portion of the transaction and the basis for your conclusions. Cite any relevant accounting literature in your response.

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We note your disclosure of 2015 other real estate acquisitions. Please tell us why you did not include results of operations for these acquisitions in the unaudited pro forma consolidated results of operations numbers that you provided. Reference is made to ASC 805-10-50-3.

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We note your disclosure appears to indicate that FAD is a liquidity measure as management views it as a supplemental measure which meaningfully measures the ability to fund ongoing dividend payments. Please tell us how you have met the reconciliation requirement under Item 10(e) of Regulation S-K as you have reconciled the amount to net income applicable to common shares through FFO as adjusted applicable to common

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shareholders. Additionally, please tell us how you determined it was appropriate to provide FAD per share within your filing in light of Question 102.5 of Compliance and Disclosure Interpretations on Non-GAAP financial measures.

No reply letter found.