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
 
May 1, 2019
Date of Report (Date of earliest event reported)
 
 
 
HCP, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
 
001-08895
 
33-0091377
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
 
(949) 407-0700
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 o
 
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. o
 




Item 2.02                                           Results of Operations and Financial Condition.
 
On May 1, 2019, HCP, Inc., a Maryland corporation (“HCP”), issued a press release setting forth its financial results for the quarter ended March 31, 2019. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations Section of HCP’s website, free of charge, at www.hcpi.com. 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 HCP for the quarter ended March 31, 2019 is filed as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations Section of HCP’s website, free of charge, at www.hcpi.com.

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:
 


2



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 1, 2019
 
 
HCP, Inc.
 
(Registrant)
 
 
 
 
 
By:
/s/ Peter A. Scott
 
 
Peter A. Scott
 
 
Executive Vice President and Chief Financial Officer


3


Exhibit 99.1
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HCP Reports First Quarter 2019 Results
IRVINE, CA, May 1, 2019 -- HCP, Inc. (NYSE: HCP) today announced results for the first quarter ended March 31, 2019. For the quarter, we generated net income of $0.13 per share, NAREIT FFO of $0.43 per share, FFO as adjusted of $0.44 per share and blended Total Portfolio SPP Cash NOI growth of 3.0%.
FIRST QUARTER 2019 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
Acquired a $445 million portfolio of nine recently-built, continuum of care, senior housing communities concentrated primarily in Florida and operated by Discovery Senior Living (“Discovery”)
Acquired a $113 million portfolio of three recently-built senior housing communities in California operated by Oakmont Senior Living (“Oakmont”), and converted four existing high-quality Oakmont-operated communities in California from triple-net leases to RIDEA structures
Completed the conversion of 18 senior housing communities operated by Sunrise Senior Living ("Sunrise") from triple-net leases to RIDEA structures
Added three new medical office developments with a total estimated spend of $70 million to our HCA Healthcare ("HCA") development program
Closed on the previously announced life science acquisition of 87 CambridgePark Drive for $71 million and an adjacent land site, 101 CambridgePark Drive, for consideration of up to $27 million
Received a credit rating upgrade from Moody's to Baa1 from Baa2
Published our 8th annual Sustainability Report aligned with the Global Reporting Initiative ("GRI"), highlighting our environmental, social and governance ("ESG") goals and achievements
Reaffirmed full-year 2019 FFO as adjusted and total portfolio SPP Cash NOI guidance

FIRST QUARTER COMPARISON
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
(in thousands, except per share amounts)
Amount
 
Per Share
 
Amount
 
Per Share
Net income (loss), diluted
$
61,029

 
$
0.13

 
$
39,841

 
$
0.08

NAREIT FFO, diluted
207,831

 
0.43

 
219,434

 
0.47

FFO as adjusted, diluted
213,805

 
0.44

 
229,063

 
0.48

FAD, diluted
193,265

 
 
 
201,736

 
 


NAREIT FFO, FFO as adjusted, FAD, and SPP Cash NOI are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts (refer to the "Funds From Operations" and "Funds Available for Distribution" sections of this release for additional information). See “March 31, 2019 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 on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation.

Page 1



SAME PROPERTY PORTFOLIO OPERATING SUMMARY
The table below outlines the year-over-year three-month SPP Cash NOI growth:
Year-Over-Year Total SPP Cash NOI Growth
 
 
Three Month
% of SPP
Senior housing
(0.7)%
33.7%
Life science
6.5%
25.1%
Medical office
4.2%
35.5%
Other non-reportable segments ("Other")
2.4%
5.7%
Total Portfolio
3.0%
100.0%

_______________________________________
TRANSACTION UPDATES
DISCOVERY PORTFOLIO ACQUISITION
In April 2019, HCP acquired a portfolio of nine senior housing properties with a total of 1,242 units for $445 million. This relationship-driven acquisition is comprised of modern, highly-amenitized physical plants with an average age of three years. The properties are located in high-growth markets in Florida (7), Georgia (1) and Texas (1) and offer 649 independent living units, 420 assisted living units, and 173 memory care units, with current occupancy of 79%. The initial capitalization rate is in the low-4% range and is projected to increase to approximately 6% as the newly developed properties achieve stabilization.
In conjunction with the acquisition, HCP agreed to provide up to $40 million of junior financing on four new developments to be developed and operated by Discovery representing 724 units. HCP will receive a purchase option to acquire each project at a 6.25% cap rate on stabilized NOI. Three of these developments are campus expansions of the properties that HCP acquired in the $445 million portfolio acquisition.
This transaction expands HCP's relationship with Discovery, a best-in-class, regionally focused operator who excels in developing and operating large continuum of care campuses in the Southeast and Texas.
OAKMONT PORTFOLIO ACQUISITION AND RIDEA CONVERSIONS
In May 2019, HCP expanded its relationship with Oakmont by acquiring three newly-built senior housing communities in attractive markets in California for $113 million. The portfolio includes 132 assisted living units and 68 memory care units, with current occupancy of 98%. As part of this transaction, HCP assumed $50 million of secured debt. The year one capitalization rate is in the mid-5% range. 
HCP also converted four existing, high-quality and high-performing Oakmont-operated communities in California from triple-net leases to RIDEA structures, effective May 1, 2019.
Oakmont continues to be a partner of choice and an operator HCP has targeted for growth, due to their capabilities and strong track-record as a California-based operator and developer.
SUNRISE RIDEA CONVERSIONS
During the first quarter of 2019, we completed the conversion of 18 senior housing communities operated by Sunrise, from triple-net leases to RIDEA structures. The conversion better aligns our interest with Sunrise, removes a cumbersome legacy lease structure, and improves the real estate quality and diversification of our SHOP portfolio. HCP expects to convert an additional 17 Sunrise triple-net lease properties to RIDEA structures in 2019. Sunrise will remain the operator on all 35 properties.


Page 2


87 & 101 CAMBRIDGEPARK DRIVE
During the first quarter of 2019, we acquired 87 CambridgePark Drive, a 100% leased, 64,000 square foot life science property for $71 million. We also acquired the adjacent land parcel and development rights at 101 CambridgePark Drive for consideration of up to $27 million. These investments add meaningful scale to our life science presence in Boston and expand our relationship with leading local owner and operator, King Street Properties.
DEVELOPMENT UPDATES
MEDICAL OFFICE DEVELOPMENT PROGRAM WITH HCA
As part of the development program with HCA, we signed definitive agreements on three additional development projects.
Brentwood: A 119,000 square foot, six-story Class A medical office building, adjacent to one of HCA’s corporate offices, in Nashville, Tennessee, with an estimated cost of $36 million. HCA has committed to lease 49% of the space, which will include an ambulatory surgery center.
Ogden: A 70,000 square foot, four-story Class A medical office building on the campus of Ogden Regional Medical Center ("Ogden Regional") in Ogden, Utah, with an estimated cost of $18 million. Ogden Regional is operated by MountainStar Healthcare, a division of HCA, and is a leading hospital in the market. HCA will anchor the development and has committed to lease 66% of the space.
Lee's Summit: A 52,000 square foot, three-story Class A medical office building, located on the campus of Lee's Summit Medical Center, in Lee's Summit, Missouri, with an estimated cost of $16 million. In 2018, Lee's Summit Medical Center completed a $21 million hospital expansion, further growing HCA's commitment to the community. HCA will anchor the project and has committed to lease 50% of the space.
Construction on these development projects is expected to commence in the second quarter of this year.
BALANCE SHEET AND CAPITAL MARKET ACTIVITIES
Year-to-date, we sold 5.1 million shares of common stock under our ATM program, via forward sales agreements, at an initial weighted average net price of $31.02 per share. We expect to settle the forward contracts over the next 12 months to fund acquisition and other investment activities.
At March 31, 2019, we had $1.7 billion of availability under our $2.0 billion credit facility.
DIVIDEND
On April 25, 2019, we announced that our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on May 21, 2019 to stockholders of record as of the market close on May 6, 2019.
SUSTAINABILITY
In March 2019, we published our 8th annual Corporate Sustainability Report highlighting the environmental, social, and governance aspects of our operations. We were also named to The Sustainability Yearbook 2019, a listing of the world's most sustainable companies, compiled according to the results of RobecoSAM's annual Corporate Sustainability Assessment. More information about HCP's sustainability efforts, including a link to our Sustainability Report, is available on our website at www.hcpi.com/sustainability.
BOARD OF DIRECTORS
In connection with HCP’s adoption of a mandatory retirement age for directors, Peter L. Rhein and Joseph P. Sullivan retired from our Board of Directors at the HCP Annual Meeting on April 25, 2019. Mr. Rhein and Mr. Sullivan have been members of the Board since 1985 and 2004, respectively.
Tom Herzog, HCP's President and CEO, said, “On behalf of our Board and the entire HCP team, I want to express our sincerest thanks to Pete and Joe for their many years of service and contributions to our Company. And personally, I want to thank Pete and Joe for their guidance and sage advice. I will very much miss having them on our Board.”

Page 3


2019 GUIDANCE  
For full year 2019, we are reaffirming the following guidance ranges:
Diluted net income per share to range between $0.45 to $0.51
Diluted NAREIT FFO per share of $1.67 to $1.73
Diluted FFO as adjusted per share of $1.70 to $1.76
Blended Total Portfolio SPP Cash NOI growth of 1.25% to 2.75%

These estimates do not reflect the potential impact from unannounced future transactions other than capital recycling activities. For additional details and information regarding these estimates, refer to the 2019 Guidance section of our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, which are both available in the Investor Relations section of our website at http://ir.hcpi.com.

COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Thursday, May 2, 2019, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the first quarter ended March 31, 2019. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 3707711. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.hcpi.com. An archive of the webcast will be available through May 17, 2019 on our website, and a telephonic replay can be accessed by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10130242. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website.
ABOUT HCP
HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests in real estate serving the healthcare industry in the United States.  HCP owns a large-scale portfolio primarily diversified across life science, medical office and senior housing.  Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index.  For more information regarding HCP, visit www.hcpi.com.

Page 4


FORWARD-LOOKING STATEMENTS
Statements 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, transitions, developments, redevelopments, joint venture transactions, capital recycling plans, financing activities, or other transactions discussed in this release, including without limitation those described under the headings "Transaction Updates", "Development Updates" and "Balance Sheet and Capital Markets Activities"; (ii) statements regarding the payment of a quarterly cash dividend; and (iii) all statements under the heading “2019 Guidance,” including without limitation with respect to expected net income, NAREIT FFO per share, FFO as adjusted per share, SPP Cash NOI growth and other financial projections and assumptions, as well as comparable statements included in other sections of this release. 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. These risks and uncertainties include, but are not limited to: our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation; our ability to achieve the benefits of acquisitions and other investments, including those discussed above, within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic or other conditions, including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the potential impact of uninsured or underinsured losses; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
 
CONTACT
Andrew Johns
Vice President – Finance and Investor Relations
949-407-0400

Page 5


HCP, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
(unaudited)

 
March 31, 2019
 
December 31, 2018
Assets
 

 
 

Real estate:
 

 
 

Buildings and improvements
$
11,220,557

 
$
10,877,248

Development costs and construction in progress
605,165

 
537,643

Land
1,717,259

 
1,637,506

Accumulated depreciation and amortization
(2,915,798
)
 
(2,842,947
)
Net real estate
10,627,183

 
10,209,450

Net investment in direct financing leases
363,395

 
713,818

Loans receivable, net
86,139

 
62,998

Investments in and advances to unconsolidated joint ventures
531,966

 
540,088

Accounts receivable, net of allowance of $5,175 and $5,127, respectively
48,555

 
48,171

Cash and cash equivalents
120,117

 
110,790

Restricted cash
26,535

 
29,056

Intangible assets, net
275,565

 
305,079

Assets held for sale, net
10,842

 
108,086

Right-of-use asset, net
165,748

 

Other assets, net
643,456

 
591,017

Total assets
$
12,899,501

 
$
12,718,553

 
 
 
 
Liabilities and Equity
 

 
 

Bank line of credit
$
276,500

 
$
80,103

Senior unsecured notes
5,260,622

 
5,258,550

Mortgage debt
137,525

 
138,470

Other debt
89,223

 
90,785

Intangible liabilities, net
49,488

 
54,663

Liabilities of assets held for sale, net
132

 
1,125

Lease liability
152,837

 

Accounts payable and accrued liabilities
352,642

 
391,583

Deferred revenue
181,467

 
190,683

Total liabilities
6,500,436

 
6,205,962

Commitments and contingencies
 
 
 
Common stock, $1.00 par value: 750,000,000 shares authorized; 477,928,816 and 477,496,499 shares issued and outstanding, respectively
477,929

 
477,496

Additional paid-in capital
8,405,258

 
8,398,847

Cumulative dividends in excess of earnings
(3,042,422
)
 
(2,927,196
)
Accumulated other comprehensive income (loss)
(3,883
)
 
(4,708
)
Total stockholders' equity
5,836,882

 
5,944,439

 
 
 
 
Joint venture partners
389,369

 
391,401

Non-managing member unitholders
172,814

 
176,751

Total noncontrolling interests
562,183

 
568,152

Total equity
6,399,065

 
6,512,591

 
 
 
 
Total liabilities and equity
$
12,899,501

 
$
12,718,553


Page 6


HCP, Inc.
Consolidated Statements of Operations
In thousands, except per share data
(unaudited)

 
Three Months Ended
March 31,
 
2019
 
2018
 
 
 
 
Revenues:
 
 
 
Rental and related revenues
$
294,222

 
$
316,752

Resident fees and services
126,695

 
142,814

Income from direct financing leases
13,524

 
13,266

Interest income
1,713

 
6,365

Total revenues
436,154

 
479,197

 
 
 
 
Costs and expenses:
 
 
 
Interest expense
49,327

 
75,102

Depreciation and amortization
131,951

 
143,250

Operating
168,927

 
172,552

General and administrative
21,355

 
29,175

Transaction costs
4,518

 
2,195

Impairments (recoveries), net
8,858

 

Total costs and expenses
384,936

 
422,274

Other income (expense):
 
 
 
Gain (loss) on sales of real estate, net
8,044

 
20,815

Other income (expense), net
3,133

 
(40,407
)
Total other income (expense), net
11,177

 
(19,592
)
 
 
 
 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures
62,395

 
37,331

Income tax benefit (expense)
3,458

 
5,336

Equity income (loss) from unconsolidated joint ventures
(863
)
 
570

 
 
 
 
Net income (loss)
64,990

 
43,237

Noncontrolling interests' share in earnings
(3,520
)
 
(3,005
)
Net income (loss) attributable to HCP, Inc.
61,470

 
40,232

Participating securities' share in earnings
(441
)
 
(391
)
Net income (loss) applicable to common shares
$
61,029

 
$
39,841

 
 
 
 
Earnings per common share:
 
 
 
Basic
$
0.13

 
$
0.08

Diluted
$
0.13

 
$
0.08

 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
477,766

 
469,557

Diluted
479,131

 
469,695


Page 7


HCP, Inc.
Funds From Operations
 In thousands, except per share data
(unaudited)
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
Net income (loss) applicable to common shares
 
$
61,029

 
$
39,841

Real estate related depreciation and amortization
 
131,951

 
143,250

Real estate related depreciation and amortization on unconsolidated joint ventures
 
15,077

 
17,388

Real estate related depreciation and amortization on noncontrolling interests and other
 
(4,920
)
 
(2,543
)
Other real estate-related depreciation and amortization
 
2,085

 
1,296

Loss (gain) on sales of real estate, net
 
(8,044
)
 
(20,815
)
Loss (gain) upon consolidation of real estate, net(1)
 

 
41,017

Impairments (recoveries) of depreciable real estate, net
 
8,858

 

NAREIT FFO applicable to common shares
 
206,036

 
219,434

Distributions on dilutive convertible units and other
 
1,795

 

Diluted NAREIT FFO applicable to common shares
 
$
207,831

 
$
219,434

Diluted NAREIT FFO per common share
 
$
0.43

 
$
0.47

Weighted average shares outstanding - diluted NAREIT FFO
 
483,671

 
469,695

Impact of adjustments to NAREIT FFO:
 
 
 
 
Transaction-related items
 
$
5,889

 
$
1,942

Other impairments (recoveries) and losses (gains), net(2)
 

 
(3,298
)
Severance and related charges(3)
 

 
8,738

Litigation costs (recoveries)
 
128

 
406

Foreign currency remeasurement losses (gains)
 
(28
)
 
130

Total adjustments
 
5,989

 
7,918

FFO as adjusted applicable to common shares
 
212,025

 
227,352

Distributions on dilutive convertible units and other
 
1,780

 
1,711

Diluted FFO as adjusted applicable to common shares
 
$
213,805

 
$
229,063

Diluted FFO as adjusted per common share
 
$
0.44

 
$
0.48

Weighted average shares outstanding - diluted FFO as adjusted
 
483,671

 
474,363

_______________________________________
(1)
For the three months ended March 31, 2018, represents the loss on consolidation of seven U.K. care homes.
(2)
For the three months ended March 31, 2018, represents the impairment recovery of our Tandem Health Care mezzanine loan.
(3)
For the three months ended March 31, 2018, primarily relates to the departure of our former Executive Chairman, which consisted of $6 million of cash severance and $3 million of equity award vestings.





Page 8


HCP, Inc.
Funds Available for Distribution
In thousands
(unaudited)
 
Three Months Ended
March 31,
 
2019

2018
FFO as adjusted applicable to common shares
$
212,025

 
$
227,352

Amortization of deferred compensation(1)
3,590

 
3,420

Amortization of deferred financing costs
2,699

 
3,336

Straight-line rents
(6,246
)
 
(10,686
)
FAD capital expenditures
(19,220
)
 
(19,118
)
Lease restructure payments
288

 
299

CCRC entrance fees(2)
3,496

 
3,027

Deferred income taxes
(3,732
)
 
(2,140
)
Other FAD adjustments(3)
(1,429
)
 
(3,754
)
FAD applicable to common shares
191,471


201,736

Distributions on dilutive convertible units and other
1,794

 

Diluted FAD applicable to common shares
$
193,265


$
201,736

Weighted average shares outstanding - diluted FAD
483,671

 
469,695

 _______________________________________
(1)
Excludes amounts related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of certain former employees, which have already been excluded from FFO as adjusted in severance and related charges.
(2)
Represents our 49% share of non-refundable entrance fees, as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization.
(3)
Primarily includes our share of FAD capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of FAD capital expenditures from consolidated joint ventures.

Page 9


Earnings Release and Supplemental Report first quarter 2019 Discovery Village at Naples Naples, FL 1


 
Earnings Release 3 Consolidated Financial Statements 7 Overview 11 Portfolio Summary 12 Property Count Reconciliations 14 Capitalization and Indebtedness 15 Investment Summary 18 Developments and Redevelopments 19 Capital Expenditures 21 Portfolio Diversification 22 Expirations and Maturities 24 Triple-net Master Lease Profile 25 Portfolio Senior Housing Triple-net 26 Senior Housing Operating Portfolio 29 Life Science 34 Medical Office 37 Other 40 Guidance 44 Glossary and Debt Ratios 45 TABLE OF Company Information 51 Contents Forward-Looking Statements & Risk Factors 52 Discussion and Reconciliation of Non-GAAP Financial Measures 2


 
HCP Reports First Quarter 2019 Results IRVINE, CA, May 1, 2019 -- HCP, Inc. (NYSE: HCP) today announced results for the first quarter ended March 31, 2019. For the quarter, we generated net income of $0.13 per share, NAREIT FFO of $0.43 per share, FFO as adjusted of $0.44 per share and blended Total Portfolio SPP Cash NOI growth of 3.0%. FIRST QUARTER 2019 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS   – Acquired a $445 million portfolio of nine recently-built, continuum of care, senior housing communities concentrated primarily in Florida and operated by Discovery Senior Living (“Discovery”) – Acquired a $113 million portfolio of three recently-built senior housing communities in California operated by Oakmont Senior Living (“Oakmont”), and converted four existing high-quality Oakmont-operated communities in California from triple-net leases to RIDEA structures – Completed the conversion of 18 senior housing communities operated by Sunrise Senior Living ("Sunrise") from triple-net leases to RIDEA structures – Added three new medical office developments with a total estimated spend of $70 million to our HCA Healthcare ("HCA") development program – Closed on the previously announced life science acquisition of 87 CambridgePark Drive for $71 million and an adjacent land site, 101 CambridgePark Drive, for consideration of up to $27 million – Received a credit rating upgrade from Moody's to Baa1 from Baa2 – Published our 8th annual Sustainability Report aligned with the Global Reporting Initiative ("GRI"), highlighting our environmental, social and governance ("ESG") goals and achievements – Reaffirmed full-year 2019 FFO as adjusted and total portfolio SPP Cash NOI guidance FIRST QUARTER COMPARISON Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 (in thousands, except per share amounts) Amount Per Share Amount Per Share Net income (loss), diluted $ 61,029 $ 0.13 $ 39,841 $ 0.08 NAREIT FFO, diluted 207,831 0.43 219,434 0.47 FFO as adjusted, diluted 213,805 0.44 229,063 0.48 FAD, diluted 193,265 201,736 NAREIT FFO, FFO as adjusted, FAD, and SPP Cash NOI are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts (refer to the "Funds From Operations" and "Funds Available for Distribution" sections of this release for additional information). See “March 31, 2019 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 on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation. SAME PROPERTY PORTFOLIO OPERATING SUMMARY The table below outlines the year-over-year three-month SPP Cash NOI growth: Year-Over-Year Total SPP Cash NOI Growth Three % of Month SPP Senior housing (0.7%) 33.7% Life science 6.5% 25.1% Medical office 4.2% 35.5% Other non-reportable segments ("Other") 2.4% 5.7% Total Portfolio 3.0% 100.0% 3


 
TRANSACTION UPDATES DISCOVERY PORTFOLIO ACQUISITION In April 2019, HCP acquired a portfolio of nine senior housing properties with a total of 1,242 units for $445 million. This relationship-driven acquisition is comprised of modern, highly-amenitized physical plants with an average age of three years. The properties are located in high-growth markets in Florida (7), Georgia (1) and Texas (1) and offer 649 independent living units, 420 assisted living units, and 173 memory care units, with current occupancy of 79%. The initial capitalization rate is in the low-4% range and is projected to increase to approximately 6% as the newly developed properties achieve stabilization. In conjunction with the acquisition, HCP agreed to provide up to $40 million of junior financing on four new developments to be developed and operated by Discovery representing 724 units. HCP will receive a purchase option to acquire each project at a 6.25% cap rate on stabilized NOI. Three of these developments are campus expansions of the properties that HCP acquired in the $445 million portfolio acquisition. This transaction expands HCP's relationship with Discovery, a best-in-class, regionally focused operator who excels in developing and operating large continuum of care campuses in the Southeast and Texas. OAKMONT PORTFOLIO ACQUISITION AND RIDEA CONVERSIONS In May 2019, HCP expanded its relationship with Oakmont by acquiring three newly-built senior housing communities in attractive markets in California for $113 million. The portfolio includes 132 assisted living units and 68 memory care units, with current occupancy of 98%. As part of this transaction, HCP assumed $50 million of secured debt. The year one capitalization rate is in the mid-5% range.  HCP also converted four existing, high-quality and high-performing Oakmont-operated communities in California from triple-net leases to RIDEA structures, effective May 1, 2019. Oakmont continues to be a partner of choice and an operator HCP has targeted for growth, due to their capabilities and strong track-record as a California-based operator and developer. SUNRISE RIDEA CONVERSIONS During the first quarter of 2019, we completed the conversion of 18 senior housing communities operated by Sunrise, from triple-net leases to RIDEA structures. The conversion better aligns our interest with Sunrise, removes a cumbersome legacy lease structure, and improves the real estate quality and diversification of our SHOP portfolio. HCP expects to convert an additional 17 Sunrise triple-net lease properties to RIDEA structures in 2019. Sunrise will remain the operator on all 35 properties. 87 & 101 CAMBRIDGEPARK DRIVE During the first quarter of 2019, we acquired 87 CambridgePark Drive, a 100% leased, 64,000 square foot life science property for $71 million. We also acquired the adjacent land parcel and development rights at 101 CambridgePark Drive for consideration of up to $27 million. These investments add meaningful scale to our life science presence in Boston and expand our relationship with leading local owner and operator, King Street Properties. DEVELOPMENT UPDATES MEDICAL OFFICE DEVELOPMENT PROGRAM WITH HCA As part of the development program with HCA, we signed definitive agreements on three additional development projects. • Brentwood: A 119,000 square foot, six-story Class A medical office building, adjacent to one of HCA’s corporate offices, in Nashville, Tennessee, with an estimated cost of $36 million. HCA has committed to lease 49% of the space, which will include an ambulatory surgery center. • Ogden: A 70,000 square foot, four-story Class A medical office building on the campus of Ogden Regional Medical Center ("Ogden Regional") in Ogden, Utah, with an estimated cost of $18 million. Ogden Regional is operated by MountainStar Healthcare, a division of HCA, and is a leading hospital in the market. HCA will anchor the development and has committed to lease 66% of the space. • Lee's Summit: A 52,000 square foot, three-story Class A medical office building, located on the campus of Lee's Summit Medical Center, in Lee's Summit, Missouri, with an estimated cost of $16 million. In 2018, Lee's Summit Medical Center completed a $21 million hospital expansion, further growing HCA's commitment to the community. HCA will anchor the project and has committed to lease 50% of the space. Construction on these development projects is expected to commence in the second quarter of this year. 4


 
BALANCE SHEET AND CAPITAL MARKET ACTIVITIES Year-to-date, we sold 5.1 million shares of common stock under our ATM program, via forward sales agreements, at an initial weighted average net price of $31.02 per share. We expect to settle the forward contracts over the next 12 months to fund acquisition and other investment activities. At March 31, 2019, we had $1.7 billion of availability under our $2.0 billion credit facility. DIVIDEND On April 25, 2019, we announced that our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on May 21, 2019 to stockholders of record as of the market close on May 6, 2019. SUSTAINABILITY In March 2019, we published our 8th annual Corporate Sustainability Report highlighting the environmental, social, and governance aspects of our operations. We were also named to The Sustainability Yearbook 2019, a listing of the world's most sustainable companies, compiled according to the results of RobecoSAM's annual Corporate Sustainability Assessment. More information about HCP's sustainability efforts, including a link to our Sustainability Report, is available on our website at www.hcpi.com/sustainability. BOARD OF DIRECTORS In connection with HCP’s adoption of a mandatory retirement age for directors, Peter L. Rhein and Joseph P. Sullivan retired from our Board of Directors at the HCP Annual Meeting on April 25, 2019. Mr. Rhein and Mr. Sullivan have been members of the Board since 1985 and 2004, respectively. Tom Herzog, HCP's President and CEO, said, “On behalf of our Board and the entire HCP team, I want to express our sincerest thanks to Pete and Joe for their many years of service and contributions to our Company. And personally, I want to thank Pete and Joe for their guidance and sage advice. I will very much miss having them on our Board.” 2019 GUIDANCE For full year 2019, we are reaffirming the following guidance ranges: • Diluted net income per share to range between $0.45 to $0.51 • Diluted NAREIT FFO per share of $1.67 to $1.73 • Diluted FFO as adjusted per share of $1.70 to $1.76 • Blended Total Portfolio SPP Cash NOI growth of 1.25% to 2.75% These estimates do not reflect the potential impact from unannounced future transactions other than capital recycling activities. For additional details and information regarding these estimates, refer to the 2019 Guidance section of our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, which are both available in the Investor Relations section of our website at http://ir.hcpi.com. 5


 
COMPANY INFORMATION HCP has scheduled a conference call and webcast for Thursday, May 2, 2019, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the first quarter ended March 31, 2019. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 3707711. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.hcpi.com. An archive of the webcast will be available through May 17, 2019 on our website, and a telephonic replay can be accessed by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10130242. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website. ABOUT HCP HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests in real estate serving the healthcare industry in the United States.  HCP owns a large-scale portfolio primarily diversified across life science, medical office and senior housing.  Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index.  For more information regarding HCP, visit www.hcpi.com. FORWARD-LOOKING STATEMENTS Statements 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, transitions, developments, redevelopments, joint venture transactions, capital recycling plans, financing activities, or other transactions discussed in this release, including without limitation those described under the headings "Transaction Updates", "Development Updates" and "Balance Sheet and Capital Markets Activities"; (ii) statements regarding the payment of a quarterly cash dividend; and (iii) all statements under the heading “2019 Guidance,” including without limitation with respect to expected net income, NAREIT FFO per share, FFO as adjusted per share, SPP Cash NOI growth and other financial projections and assumptions, as well as comparable statements included in other sections of this release. 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. These risks and uncertainties include, but are not limited to: our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation; our ability to achieve the benefits of acquisitions and other investments, including those discussed above, within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic or other conditions, including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the potential impact of uninsured or underinsured losses; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.      CONTACT Andrew Johns Vice President – Finance and Investor Relations 949-407-0400 6


 
HCP, Inc. Consolidated Balance Sheets In thousands, except share and per share data (unaudited)   March 31, 2019 December 31, 2018 Assets Real estate: Buildings and improvements $ 11,220,557 $ 10,877,248 Development costs and construction in progress 605,165 537,643 Land 1,717,259 1,637,506 Accumulated depreciation and amortization (2,915,798) (2,842,947) Net real estate 10,627,183 10,209,450 Net investment in direct financing leases 363,395 713,818 Loans receivable, net 86,139 62,998 Investments in and advances to unconsolidated joint ventures 531,966 540,088 Accounts receivable, net of allowance of $5,175 and $5,127, respectively 48,555 48,171 Cash and cash equivalents 120,117 110,790 Restricted cash 26,535 29,056 Intangible assets, net 275,565 305,079 Assets held for sale, net 10,842 108,086 Right-of-use asset, net 165,748 — Other assets, net 643,456 591,017 Total assets $ 12,899,501 $ 12,718,553 Liabilities and Equity Bank line of credit $ 276,500 $ 80,103 Senior unsecured notes 5,260,622 5,258,550 Mortgage debt 137,525 138,470 Other debt 89,223 90,785 Intangible liabilities, net 49,488 54,663 Liabilities of assets held for sale, net 132 1,125 Lease liability 152,837 — Accounts payable and accrued liabilities 352,642 391,583 Deferred revenue 181,467 190,683 Total liabilities 6,500,436 6,205,962 Commitments and contingencies Common stock, $1.00 par value: 750,000,000 shares authorized; 477,928,816 and 477,496,499 shares issued and outstanding, respectively 477,929 477,496 Additional paid-in capital 8,405,258 8,398,847 Cumulative dividends in excess of earnings (3,042,422) (2,927,196) Accumulated other comprehensive income (loss) (3,883) (4,708) Total stockholders' equity 5,836,882 5,944,439 Joint venture partners 389,369 391,401 Non-managing member unitholders 172,814 176,751 Total noncontrolling interests 562,183 568,152 Total equity 6,399,065 6,512,591 Total liabilities and equity $ 12,899,501 $ 12,718,553 7


 
HCP, Inc. Consolidated Statements of Operations In thousands, except per share data (unaudited)   Three Months Ended March 31, 2019 2018 Revenues: Rental and related revenues $ 294,222 $ 316,752 Resident fees and services 126,695 142,814 Income from direct financing leases 13,524 13,266 Interest income 1,713 6,365 Total revenues 436,154 479,197 Costs and expenses: Interest expense 49,327 75,102 Depreciation and amortization 131,951 143,250 Operating 168,927 172,552 General and administrative 21,355 29,175 Transaction costs 4,518 2,195 Impairments (recoveries), net 8,858 — Total costs and expenses 384,936 422,274 Other income (expense): Gain (loss) on sales of real estate, net 8,044 20,815 Other income (expense), net 3,133 (40,407) Total other income (expense), net 11,177 (19,592) Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 62,395 37,331 Income tax benefit (expense) 3,458 5,336 Equity income (loss) from unconsolidated joint ventures (863) 570 Net income (loss) 64,990 43,237 Noncontrolling interests' share in earnings (3,520) (3,005) Net income (loss) attributable to HCP, Inc. 61,470 40,232 Participating securities' share in earnings (441) (391) Net income (loss) applicable to common shares $ 61,029 $ 39,841 Earnings per common share: Basic $ 0.13 $ 0.08 Diluted $ 0.13 $ 0.08 Weighted average shares outstanding: Basic 477,766 469,557 Diluted 479,131 469,695 8


 
HCP, Inc.   Funds From Operations In thousands, except per share data (unaudited) Three Months Ended (1) For the three months ended March 31, 2018, March 31, represents the loss on consolidation of seven U.K. 2019 2018 care homes. (2) For the three months ended March 31, Net income (loss) applicable to common shares $ 61,029 $ 39,841 2018, represents the impairment recovery of our Real estate related depreciation and amortization 131,951 143,250 Tandem Health Care mezzanine loan. Real estate related depreciation and amortization on unconsolidated joint ventures 15,077 17,388 (3) For the three months ended March 31, 2018, primarily relates to the departure of our former Real estate related depreciation and amortization on noncontrolling interests and other (4,920) (2,543) Executive Chairman, which consisted of $6 million Other real estate-related depreciation and amortization 2,085 1,296 of cash severance and $3 million of equity award Loss (gain) on sales of real estate, net (8,044) (20,815) vestings. (1) Loss (gain) upon consolidation of real estate, net — 41,017 Impairments (recoveries) of depreciable real estate, net 8,858 — NAREIT FFO applicable to common shares 206,036 219,434 Distributions on dilutive convertible units and other 1,795 — Diluted NAREIT FFO applicable to common shares $ 207,831 $ 219,434 Diluted NAREIT FFO per common share $ 0.43 $ 0.47 Weighted average shares outstanding - diluted NAREIT FFO 483,671 469,695 Impact of adjustments to NAREIT FFO: Transaction-related items $ 5,889 $ 1,942 Other impairments (recoveries) and losses (gains), net(2) — (3,298) Severance and related charges(3) — 8,738 Litigation costs (recoveries) 128 406 Foreign currency remeasurement losses (gains) (28) 130 Total adjustments 5,989 7,918 FFO as adjusted applicable to common shares 212,025 227,352 Distributions on dilutive convertible units and other 1,780 1,711 Diluted FFO as adjusted applicable to common shares $ 213,805 $ 229,063 Diluted FFO as adjusted per common share $ 0.44 $ 0.48 Weighted average shares outstanding - diluted FFO as adjusted 483,671 474,363 9


 
HCP, Inc.  Funds Available for Distribution  In thousands (unaudited) Three Months Ended March 31, 2019 2018 FFO as adjusted applicable to common shares $ 212,025 $ 227,352 Amortization of deferred compensation(1) 3,590 3,420 Amortization of deferred financing costs 2,699 3,336 Straight-line rents (6,246) (10,686) FAD capital expenditures (19,220) (19,118) Lease restructure payments 288 299 CCRC entrance fees(2) 3,496 3,027 Deferred income taxes (3,732) (2,140) Other FAD adjustments(3) (1,429) (3,754) FAD applicable to common shares 191,471 201,736 Distributions on dilutive convertible units and other 1,794 — Diluted FAD applicable to common shares $ 193,265 $ 201,736 Weighted average shares outstanding - diluted FAD 483,671 469,695 (1) Excludes amounts related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of certain former employees, which have already been excluded from FFO as adjusted in severance and related charges. (2) Represents our 49% share of non-refundable entrance fees, as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization. (3) Primarily includes our share of FAD capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of FAD capital expenditures from consolidated joint ventures. 10


 
The Numbers Overview(1) As of and for the quarter ended March 31, 2019, dollars, square feet and shares in thousands, except per share data (1) Reconciliations, definitions and important discussions regarding the usefulness and limitations of the non-GAAP 1Q19 financial measures used in this report can be found at Financial Metrics http://ir.hcpi.com/financial-reconciliation. Totals throughout Diluted earnings per common share $0.13 this Earnings Release and Supplemental Report may not add due to rounding. Diluted NAREIT FFO per common share $0.43 (2) Includes our share of unconsolidated joint ventures ("JVs") Diluted FFO as adjusted per common share $0.44 and activity from assets sold and held for sale during the Dividends per common share $0.37 periods presented. Real Estate Revenues $434,441 (3) During the first quarter of 2019, two facilities were reclassified from other non-reportable segments to the NOI $265,514 medical office segment. Accordingly, all prior period Cash NOI $263,176 segment information has been recast to conform to the Portfolio Income(2) $286,289 current period presentation. (4) Our Other non-reportable segment consists of the following: 13 hospitals and post-acute/skilled, 15 properties in our CCRC JV, 68 properties in our U.K. JV and 16 other Same Property Portfolio Cash NOI Growth % of Total SPP 1Q19 unconsolidated JV properties. Senior housing 33.7% (0.7%) Life science 25.1% 6.5% Medical office(3) 35.5% 4.2% Other 5.7% 2.4% Total 100.0% 3.0% 1Q19 1Q19 Capitalization Debt Ratios Common stock outstanding and DownREIT units 484,359 Financial Leverage 37.0% Total Market Equity $15,160,436 Secured Debt Ratio 2.8% Enterprise Debt $6,268,421 Net Debt to Adjusted EBITDAre 5.5x Adjusted Fixed Charge Coverage 4.5x Property Count Capacity Occupancy Portfolio Statistics Senior housing triple-net 126 12,942 Units 85.8% SHOP 102 12,807 Units 82.6% Life science 125 6,880 Sq. Ft. 97.2% Medical office(3) 269 20,739 Sq. Ft. 92.1% Other(4) 112 N/A N/A Total 734 N/A N/A 11


 
Portfolio Summary As of and for the quarter ended March 31, 2019, dollars in thousands Property Average Portfolio Portfolio Private (1) Count Age Investment Income Pay % PORTFOLIO INCOME Wholly Owned Property Portfolio Senior housing triple-net 126 21 $ 2,544,978 $ 58,463 92.7 Unconsolidated JVs(2) SHOP 92 21 2,556,785 30,385 98.5 7% Life science 107 21 3,880,059 70,003 100.0 SHOP 11% Hospitals and Medical office 266 23 4,887,122 91,437 100.0 Other 5% Other 13 27 321,500 12,887 68.3 604 22 $ 14,190,444 $ 263,176 96.6 Senior Developments housing Life science 13 N/A $ 545,469 $ — — triple-net 20% Medical office 1 N/A 7,218 — — 14 N/A $ 552,687 $ — — $286.3M Redevelopments(3) Medical office SHOP 10 N/A $ 89,607 $ — — 32% Life science 5 N/A 235,795 — — Medical office 2 N/A 3,606 — — 17 N/A $ 329,008 (3) $ — — Debt Investments Life science 25% Other — N/A $ 105,475 $ 1,713 — Total Senior housing triple-net 126 21 $ 2,544,978 $ 58,463 92.7 SHOP 102 21 2,646,392 30,385 98.5 Life science 125 21 4,661,324 70,003 100.0 Medical office 269 23 4,897,946 91,437 100.0 Other 13 27 426,975 14,601 68.3 635 22 $ 15,177,615 $ 264,889 96.6 HCP's Share of Unconsolidated JVs(4) Other 99 26 $ 1,168,895 $ 21,400 72.8 Total Portfolio 734 22 $ 16,346,510 $ 286,289 94.9 (1) Self-pay and private insurance (including managed care) revenues as a percentage of total property revenues for the most recent trailing 12 months available, weighted based on current quarter Portfolio Income including assets sold in the quarter. Revenues for medical office buildings are considered 100% private pay. (2) Includes 5.0% related to 15 assets in our unconsolidated CCRC JV and 1.6% related to 68 assets contributed to our U.K. JV. (3) Includes Construction in Process ("CIP") and buildings or portions of buildings placed in Redevelopment. Portfolio Income for Redevelopments is reflected in the Wholly Owned Property Portfolio section above. (4) HCP’s pro rata share information is prepared on a basis consistent with the comparable consolidated amounts 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. 12


 
NOI Summaries For the quarter ended March 31, 2019, dollars in thousands NOI SUMMARY NOI SPP NOI SPP Real Real Estate Operating Estate SPP Operating Revenues Expenses NOI(1) Revenues Expenses SPP NOI Wholly-Owned Senior housing triple-net $ 58,892 $ (993) $ 57,899 $ 56,049 $ (88) $ 55,960 SHOP 126,181 (96,948) 29,233 70,165 (48,690) 21,475 Total Senior Housing $ 185,073 $ (97,941) $ 87,132 $ 126,214 $ (48,778) $ 77,435 Life science 94,473 (21,992) 72,481 73,340 (16,465) 56,875 Medical office 142,195 (48,987) 93,208 121,976 (40,919) 81,057 Other 12,700 (8) 12,693 12,700 (7) 12,694 $ 434,441 $ (168,927) $ 265,514 $ 334,229 $ (106,169) $ 228,061 CASH NOI SUMMARY Cash NOI SPP Cash NOI Cash Real SPP Cash Real SPP Cash Estate Cash Operating Estate Operating Revenues Expenses Cash NOI(1) Revenues Expenses SPP Cash NOI Wholly-Owned Senior housing triple-net $ 59,328 $ (864) $ 58,463 $ 54,196 $ (74) $ 54,122 SHOP 127,149 (96,764) 30,385 70,544 (48,901) 21,644 Total Senior Housing $ 186,477 $ (97,628) $ 88,848 $ 124,740 $ (48,975) $ 75,766 Life science 91,982 (21,979) 70,003 72,881 (16,452) 56,429 Medical office 139,485 (48,048) 91,437 120,111 (40,312) 79,799 Other 12,895 (8) 12,887 12,895 (7) 12,888 $ 430,839 $ (167,663) $ 263,176 $ 330,628 $ (105,745) $ 224,882 THREE-MONTH SPP % of Year-Over-Year Sequential % of Total Segment SPP SPP based Occupancy Growth Occupancy Growth Property based on on Cash SPP Cash SPP Cash Count Cash NOI NOI 1Q19 1Q18 SPP NOI NOI 1Q19 4Q18 SPP NOI NOI Senior housing triple-net 126 24 93 85.8% 87.3% 0.9% 2.4% 85.8% 85.7% (2.0%) (7.3%) SHOP 50 10 71 85.8% 88.8% (7.9%) (7.7%) 85.8% 87.1% 16.3% 10.3% Total Senior Housing 176 34 85 (1.7%) (0.7%) 2.5% (2.9%) Life science 97 25 81 96.8% 93.5% 5.9% 6.5% 96.8% 96.2% 1.8% 2.1% Medical office 236 36 87 92.5% 93.5% 3.6% 4.2% 92.5% 93.1% 1.8% 1.6% Other 13 6 100 N/A N/A 2.2% 2.4% N/A N/A 0.4% 0.4% Total 522 100 85 2.2% 3.0% 2.0% 0.1% (1) NOI and Cash NOI include $6.0 million attributable to noncontrolling interests, excluding DownREITS. 13


 
Property Count Reconciliations As of March 31, 2019 PROPERTY COUNT RECONCILIATION Senior Housing Life Medical Triple-net SHOP Science Office Other Total Prior Quarter Total Property Count 146 93 124 267 114 744 Acquisitions — — 1 — — 1 Assets sold (2) (9) — — — (11) Senior housing triple-net to SHOP conversions (18) 18 — — — — Segment reclassification — — — 2 (2) — Current Quarter Total Property Count 126 102 125 269 112 734 Unconsolidated JVs — — — — (99) (99) Acquisitions — — (3) (16) — (19) Assets in Development — — (13) (1) — (14) Assets in Redevelopment — (10) (5) (2) — (17) Assets held for sale — (1) — (2) — (3) Senior housing triple-net to SHOP conversions — (39) — — — (39) Completed Developments and Redevelopments - not Stabilized — (2) (7) (12) — (21) Three-Month SPP Property Count 126 50 97 236 13 522 SEQUENTIAL SPP Senior Housing Life Medical Triple-net SHOP Science Office Other Total Prior Quarter Three-Month SPP Property Count 146 48 97 224 15 530 Acquisitions — 1 1 11 — 13 Assets in Redevelopment — — (1) (1) — (2) Prior Development/Redevelopment now Stabilized — — — 2 — 2 Assets held for sale — (1) — (2) — (3) Assets sold (2) — — — — (2) Senior housing triple-net to SHOP conversions (18) 2 — — — (16) Segment reclassification — — — 2 (2) — Current Quarter Three-Month SPP Property Count 126 50 97 236 13 522 14


 
Capitalization Dollars and shares in thousands, except price per share data TOTAL CAPITALIZATION March 31, 2019 Shares Value Total Value Common stock (NYSE: HCP) 477,929 $ 31.30 $ 14,959,177 Convertible partnership (DownREIT) units 6,430 31.30 201,259 Total Market Equity 484,359 $ 15,160,436 Consolidated debt 5,763,870 Total Market Equity and Consolidated Debt 484,359 $ 20,924,306 HCP's share of unconsolidated JV debt 504,551 Total Market Equity and Enterprise Debt 484,359 $ 21,428,857 COMMON STOCK AND EQUIVALENTS Weighted Average Shares Three Months Ended March 31, 2019 Shares Outstanding Diluted Diluted FFO Diluted March 31, 2019 Diluted EPS NAREIT FFO as adjusted FAD Common stock 477,929 477,766 477,766 477,766 477,766 Common stock equivalent securities: Restricted stock units 1,946 259 259 259 259 Dilutive impact of options 13 13 13 13 13 Equity forward agreements(1) — 1,093 1,093 1,093 1,093 Convertible partnership (DownREIT) units 6,430 — 4,540 4,540 4,540 Total common stock and equivalents 486,318 479,131 483,671 483,671 483,671 (1) Represents the current dilutive impact of 18.8 million shares of common stock under forward sales agreements that have not been settled as of March 31, 2019. Based on the forward price of each agreement as of March 31, 2019, issuance of all 18.8 million shares would result in approximately $544 million of net proceeds. Subsequent to March 31, 2019, we utilized the forward provisions under our at-the-market program to allow for the sale of up to an additional 1.5 million shares of common stock, which would generate approximately $46 million of net proceeds based on the initial weighted average net price of the agreement.  15


 
Indebtedness and Ratios As of March 31, 2019, dollars in thousands DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION) HCP's Share of Senior Unsecured Notes Mortgage Debt Unconsolidated JV Debt Enterprise Debt Bank Line Consolidated of Credit(1) Term Loan Amounts Rates %(2) Amounts Rates %(2) Debt Amounts(3) Rates %(2) Amounts Rates %(2) 2019 $ — $ — $ — — $ 2,686 — $ 2,686 $ 160,743 5.45 $ 163,429 5.45 2020 — — 800,000 2.79 3,609 5.08 803,609 12,044 4.23 815,653 2.81 2021 276,500 — — — 10,957 5.26 287,457 63,716 5.17 351,173 3.61 2022 — — 900,000 3.93 2,691 — 902,691 35,023 4.91 937,714 3.97 2023 — — 800,000 4.39 2,811 — 802,811 4,053 3.96 806,864 4.39 2024 — — 1,150,000 4.17 2,937 — 1,152,937 935 — 1,153,872 4.17 2025 — — 1,350,000 3.93 3,069 — 1,353,069 18,911 3.87 1,371,980 3.93 2026 — — — — 3,006 2.85 3,006 942 — 3,948 2.85 2027 — — — — 9,184 5.25 9,184 945 — 10,129 5.25 2028 — — — — 2,644 3.05 2,644 35,375 4.48 38,019 4.42 Thereafter — — 300,000 6.87 88,865 4.03 388,865 2,708 3.90 391,573 6.09 Subtotal $ 276,500 $ — $ 5,300,000 $ 132,459 $ 5,708,959 $ 335,395 $ 6,044,354 Other Debt(4) — — — — 89,223 170,715 259,938 (Discounts), premium and debt costs, net — — (39,378) 5,066 (34,312) (1,559) (35,871) Total $ 276,500 $ — $ 5,260,622 $ 137,525 $ 5,763,870 $ 504,551 $ 6,268,421 Weighted average interest rate % 3.20 — 4.03 4.19 4.00 5.06 4.06 Weighted average maturity in years 2.6 — 5.3 18.7 5.5 2.7 5.3 (1) Includes £55 million ($71.5 million) translated into U.S. dollars ("USD") at March 31, 2019. Our $2.0 billion bank line of credit has the following features: (i) initial maturity date of October 19, 2021 with two six-month committed extension options; (ii) annual interest costs of LIBOR plus 87.5 basis points and a facility fee of 15 basis points based on our current unsecured credit rating; and (iii) inclusion of a $750 million accordion feature which can be used to increase the facility size, subject to securing additional commitments. (2) The rates are reported in the year in which the related debt matures. (3) Reflects pro rata share of mortgage and other debt in our unconsolidated JVs. (4) Represents non-interest bearing Entrance Fee deposits at certain of our senior housing facilities and demand notes that have no scheduled maturities. 16


 
Indebtedness and Ratios As of March 31, 2019, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs DEBT STRUCTURE Weighted Average Balance % of Total Rates % Years to Maturity Secured Fixed rate $ 179,401 3 4.19 15.2 Floating rate 288,453 5 5.20 2.2 Combined $ 467,854 8 4.81 7.2 Unsecured Fixed rate 5,300,000 87 4.03 5.3 Floating rate 276,500 5 3.20 2.6 Combined $ 5,576,500 92 3.99 5.2 Total Fixed rate 5,479,401 91 4.04 5.7 Floating rate 564,953 9 4.22 2.6 Combined $ 6,044,354 100 4.06 5.3 Other Debt(1) 259,938 (Discounts), premiums and debt costs, net (35,871) Enterprise Debt $ 6,268,421 FINANCIAL COVENANTS(2) Bank Line of Credit Requirement Actual Compliance Leverage Ratio No greater than 60% 38% Secured Debt Ratio No greater than 30% 4% Unsecured Leverage Ratio No greater than 60% 42% Fixed Charge Coverage Ratio (12 months) No less than 1.50x 3.8x Tangible Net Worth ($ billions) No less than $6.5B $9.4B CREDIT RATINGS (SENIOR UNSECURED DEBT) Moody's Baa1 (Stable) S&P Global BBB+ (Stable) Fitch BBB (Positive) (1) Represents non-interest bearing Entrance Fee deposits at certain of our senior housing facilities and demand notes that have no scheduled maturities. (2) Calculated based on the definitions contained in the credit agreement, which may differ from similar terms used in the Company’s consolidated financial statements as provided in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Compliance with certain of these financial covenants requires the inclusion of the Company’s consolidated amounts and its proportionate share of unconsolidated JVs. 17


 
Investment Summary For the three months ended March 31, 2019, dollars and square feet in thousands INVESTMENT SUMMARY Property Three Months Ended Date Capacity Count Property Type March 31, 2019 Acquisition - Cambridge, MA(1) January 64 Sq. Ft. 1 Life science $ 91,500 Development fundings 90,124 Redevelopment fundings 26,257 Loan fundings(2) 23,598 Lease commissions - Dev/Redev/Acq 2,700 Total 1 $ 234,178 DISPOSITIONS Property Trailing Cash Date Capacity Count Property Type Sales Price/Proceeds Yield(3) Las Vegas, NV January 152 Units 1 SHOP $ 11,764 Various, RI January 375 Units 3 SHOP 34,125 Poway, CA January 26 Acres — Life science 35,400 Abingdon, VA January 73 Units 1 Senior housing 15,800 Various, CA February 205 Units 4 SHOP 15,700 Mount Vernon, IL February 112 Units 1 SHOP 6,000 Franklin, NC February 42 Units 1 Senior housing 10,300 Total 11 $ 129,090 4.5% ASSETS HELD FOR SALE Property Trailing Cash Date Capacity Count Property Type Projected Sales Price Yield(3) Sunrise, FL January 180 Units 1 SHOP $ 7,000 Dallas, TX(4) March 62 Sq. Ft. 2 Medical office 4,341 Total 3 $ 11,341 10.6% (1) Includes a ground leasehold interest and associated development rights on a land site directly adjacent to 87 CambridgePark Drive for $20.5 million that we acquired in February 2019. (2) Includes fundings under the $115 million participating development loan for the construction of 620 Terry, a $147 million senior housing development located in Seattle. (3) Represents the average yield calculated using Cash NOI for the 12-month period prior to the sale for dispositions and for the 12-month period ended March 31, 2019 for assets held for sale. (4) Closed April 2019. 18


 
Developments As of March 31, 2019, dollars and square feet in thousands DEVELOPMENT PROJECTS IN PROCESS Property Placed (1) Cost to Total at Project MSA Property Type Count in Service CIP Complete(1) Completion Wholly-Owned Ridgeview San Diego, CA Life science 3 $ 31,734 $ 37,194 $ 4,184 $ 73,112 The Cove at Oyster Point - Phase III San Francisco, CA Life science 2 — 215,965 36,705 252,670 Sorrento Summit San Diego, CA Life science 1 — 7,926 10,674 18,600 The Shore at Sierra Point - Phase I San Francisco, CA Life science 2 — 128,152 108,511 236,663 The Cove at Oyster Point - Phase IV San Francisco, CA Life science 1 — 47,869 63,521 111,390 75 Hayden Boston, MA Life science 1 — 50,206 110,009 160,215 The Shore at Sierra Point - Phase II San Francisco, CA Life science 2 — 42,894 248,713 291,607 The Shore at Sierra Point - Phase III San Francisco, CA Life science 1 — 15,263 78,251 93,514 Grand Strand Other Medical office 1 — 7,218 19,134 26,352 14 $ 31,734 $ 552,687 $ 679,702 $ 1,264,123 Projected stabilized yields typically range from 6.0% - 8.0% % of Total Actual / Estimated Occupancy Total Project Project Project Project Capacity (Sq. Ft.) Leased Start Initial Stabilized(2) Wholly-Owned Ridgeview 306 100 2Q16 1Q19 4Q19 The Cove at Oyster Point - Phase III 324 100 4Q16 2Q19 3Q19 Sorrento Summit 28 100 3Q17 4Q19 4Q19 The Shore at Sierra Point - Phase I 222 100 4Q17 4Q19 1Q20 The Cove at Oyster Point - Phase IV 164 100 2Q18 1Q20 1Q20 75 Hayden 214 — 2Q18 1Q21 4Q22 The Shore at Sierra Point - Phase II 266 — 4Q18 1Q21 4Q21 The Shore at Sierra Point - Phase III 103 — 4Q18 1Q22 4Q22 Grand Strand 90 47 4Q18 1Q20 3Q21 1,717 63 (1) Includes lease commissions incurred to date and projected lease commissions through Stabilization. (2) Economic stabilization typically occurs three to six months following Stabilized occupancy. 19


 
Redevelopments and Land Held for Development(1) As of March 31, 2019, dollars and square feet in thousands REDEVELOPMENT PROJECTS IN PROCESS Incremental Costs Property Property Placed in Cost to Project Estimated Project(2) MSA Type Count Service CIP(3) Complete(3) Total Start Completion(4) Wholly-Owned Biotech Gateway San Francisco, CA Life science 3 $ 20,064 $ 21,740 $ 24,796 $ 66,600 1Q18 2Q19 Various SHOP Various SHOP 10 — 8,912 77,326 86,238 2Q18 - 4Q18 3Q19 - 3Q20 Pointe Grand San Francisco, CA Life science 1 — 10,207 4,256 14,463 3Q18 2Q19 St Matthews I Louisville, KY Medical office 1 519 3,360 7,315 11,194 3Q18 4Q19 Swedish IV Denver, CO Medical office 1 — 246 7,456 7,702 1Q19 1Q20 10410 Science Center Drive San Diego, CA Life science 1 — 1,597 26,743 28,340 1Q19 4Q19 17 $ 20,583 $ 46,062 $ 147,892 $ 214,537 Projected stabilized cash-on-cash return on incremental capital invested typically ranges from 9.0% to 12.0% LAND HELD FOR DEVELOPMENT Estimated Gross Site Rentable Investment Project MSA Property Type Acreage Sq. Ft. to Date Wholly-Owned Forbes Research Center San Francisco, CA Life science 8 326 $ 47,788 Modular Labs III San Francisco, CA Life science 2 106 11,204 Torrey Pines Science Center San Diego, CA Life science 6 93 12,073 Directors Place San Diego, CA Life science 4 150 6,653 101 CambridgePark Drive Boston, MA Life science 1 N/A 20,633 Remaining Various Various 1 N/A 946 22 675 $ 99,297 (1) Redevelopments are excluded from SPP until they are Stabilized. See Glossary for further definition. (2) During the quarter, Wateridge, Summit III, Nordstrom Tower and one building at Pointe Grand were completed and placed in service. (3) Includes lease commissions incurred to date and projected lease commissions through Stabilization. (4) Excludes the completion of tenant improvements. 20


 
Capital Expenditures For the three months ended March 31, 2019, dollars in thousands, except per unit/square foot Senior Housing Triple-net SHOP Life Science Medical Office Other Total Wholly-Owned Recurring capital expenditures $ 305 $ 2,880 $ 540 $ 3,001 $ — $ 6,725 Tenant improvements - 2nd generation — — 2,075 4,967 — 7,042 Lease commissions - 2nd generation(1) — — 2,369 3,084 — 5,453 FAD capital expenditures $ 305 $ 2,880 $ 4,984 $ 11,051 $ — $ 19,220 Revenue enhancing capital expenditures 265 5,546 167 1,531 — 7,510 Casualty related capital expenditures(2) 276 1,040 — — — 1,316 Initial Capital Expenditures ("ICE") — — 2 346 — 348 Tenant improvements - 1st generation — — 1,625 4,581 — 6,206 Lease commissions - Dev/Redev/Acq(3) — — 2,598 101 — 2,700 Development — — 85,287 4,837 — 90,124 Redevelopment — 2,655 16,226 7,376 — 26,257 Capitalized interest — 86 7,454 731 — 8,271 Total capital expenditures $ 846 $ 12,208 $ 118,342 $ 30,555 $ — $ 161,951 (4) $255 $0.08 $0.14 Recurring capital expenditures per unit/sq. ft. per Unit per Sq. Ft. per Sq. Ft. (1) Excludes lease commissions on Development, Redevelopment, and 1st generation recently acquired vacant space. (2) Casualty related capital expenditures include the acquisition of generators for assisted living facilities in Florida, as required by administrative rules adopted by Florida healthcare agencies and ratified by the Florida legislature. (3) Includes lease commissions on Development and Redevelopment of $0.2 million and $2.5 million, respectively. (4) Senior housing triple-net per unit is not presented as it is not meaningful. 21


 
Portfolio Diversification As of and for the quarter ended March 31, 2019, dollars in thousands PORTFOLIO INCOME BY MSA Property Senior Housing Medical MSA Count(1) Triple-net SHOP Life Science Office Other Total % of Total San Francisco, CA 76 $ 2,634 $ — $ 47,535 $ 798 $ — $ 50,967 18 Dallas, TX 41 1,759 1,708 — 16,607 1,400 21,473 8 San Diego, CA 36 814 — 14,727 2,229 — 17,770 6 Houston, TX 39 379 6,243 — 9,687 343 16,653 6 Denver, CO 22 2,171 2,485 — 5,602 — 10,258 4 Washington, DC 19 6,617 1,685 — 974 — 9,276 3 Seattle, WA 13 1,934 176 — 6,183 — 8,293 3 Los Angeles, CA 10 2,608 528 — 1,176 3,760 8,072 3 New York, NY 11 5,272 1,190 — — — 6,462 2 Nashville, TN 16 589 — — 4,937 — 5,526 2 Remaining 338 33,686 16,369 7,741 43,243 7,385 108,425 38 Cash NOI 621 $ 58,463 $ 30,385 $ 70,003 $ 91,437 $ 12,887 $ 263,176 92 Interest income — — — — — 1,713 1,713 1 HCP's Share of Unconsolidated JVs 98 — — — — 21,400 21,400 7 Portfolio Income 719 $ 58,463 $ 30,385 $ 70,003 $ 91,437 $ 36,001 $ 286,289 100 (1) Excludes fifteen properties in Development, including one unconsolidated development. 22


 
Portfolio Diversification As of and for the quarter ended March 31, 2019, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs PORTFOLIO INCOME BY OPERATOR/TENANT Tenant/Credit Exposure SHOP/Operator Exposure Senior % of % of Property Housing Life Medical Portfolio Property Portfolio Operator/Tenant Count(1) Triple-net Science Office Other Total Income Count(1) SHOP Other Total Income Brookdale 43 $ 18,794 $ — $ — $ — $ 18,794 6 43 $ 13,616 $ 14,761 $ 28,377 10 Sunrise Senior Living 30 20,640 — — — 20,640 7 24 (2) 3,161 — 3,161 1 Hospital Corporation of America ("HCA")(3) 88 — — 21,408 — 21,408 7 — — — — — Amgen 7 — 13,182 — — 13,182 5 — — — — — Atria Senior Living — — — — — — — 27 8,893 (51) 8,842 3 Remaining 425 19,028 56,820 70,030 20,167 166,045 58 32 4,715 1,124 5,839 2 Portfolio Income 593 $ 58,463 $ 70,003 $ 91,437 $ 20,167 $240,070 84 126 $ 30,385 $15,834 $ 46,219 16 (1) Excludes fifteen properties in Development, including one unconsolidated development. (2) Includes 14 properties converted to SHOP during the quarter for which Portfolio Income is reflected in Senior housing triple-net. (3) Includes Cash NOI for 1.4 million square feet in five properties that are 100% leased to HCA, and 2.8 million square feet in 83 properties partially leased to HCA. Patewood Medical Office Building Greenville, SC 23


 
Expirations and Maturities As of March 31, 2019, dollars in thousands EXCLUDES PURCHASE AND PREPAYMENT OPTIONS Annualized Base Rent(1) Senior Housing Medical Interest Year Total % of Total Triple-net Life Science Office Other Income 2019(2) $ 68,708 7 $ 2,375 $ 13,288 $ 53,045 $ — $ — 2020 135,589 13 40,753 20,778 64,738 8,301 1,019 2021 111,666 11 7,996 49,993 51,078 1,668 930 2022 90,506 9 1,548 22,082 47,617 14,298 4,960 2023 128,164 13 46,576 40,305 41,283 — — 2024 62,417 6 4,809 7,372 27,264 22,972 — 2025 115,656 11 8,474 48,278 58,853 — 53 2026 46,876 5 4,316 21,560 21,000 — — 2027 51,339 5 12,425 23,177 15,737 — — 2028 80,227 8 35,714 15,171 29,342 — — Thereafter 129,863 13 60,168 30,242 35,446 4,007 — $ 1,021,012 100 $ 225,154 $ 292,245 $ 445,405 $ 51,246 $ 6,962 Weighted average maturity in years 5.5 7.5 5.5 4.7 4.3 3.1 REFLECTS PURCHASE AND PREPAYMENT OPTIONS Annualized Base Rent(1) Senior Housing Medical Interest Year Total % of Total Triple-net Life Science Office Other Income(3) 2019(2) $ 78,204 8 $ 2,375 $ 13,288 $ 59,676 $ 613 $ 2,251 (1) Annualized Base Rent does not include 2020 147,125 14 40,753 20,778 62,780 22,815 — tenant recoveries, additional rent in 2021 121,010 12 7,996 49,993 61,353 1,668 — excess of floors, and non-cash revenue adjustments. 2022 87,927 9 1,548 22,082 45,901 13,685 4,710 (2) Includes month-to-month and holdover 2023 124,745 12 46,576 40,305 37,864 — — leases. 2024 47,299 5 4,809 7,372 26,660 8,458 — (3) Reflects the earliest point at which there is no prepayment penalty. 2025 116,422 11 8,474 48,278 59,671 — — 2026 37,594 4 4,316 21,560 11,718 — — 2027 51,271 5 12,425 23,177 15,669 — — 2028 79,995 8 35,714 15,171 29,110 — — Thereafter 129,420 13 60,168 30,242 35,003 4,007 — $ 1,021,012 100 $ 225,154 $ 292,245 $ 445,405 $ 51,246 $ 6,962 24


 
Triple-Net Master Lease Profile(1)(2) (1) Excludes properties held for sale or sold, master leases with properties acquired during the period required to calculate CFC and master leases that include newly completed developments that are not Stabilized. Additionally, excludes 3 data % of Weighted points, 2 of which represent portfolios that converted to SHOP during the quarter Total Cash NOI Average and 1 portfolio that is planned to convert to SHOP later in 2019. and Interest # of Leases/ Maturity in Facility EBITDAR CFC Income Data Points Years Guaranty(4) (2) In connection with the agreement, multiple leases with Brookdale were combined into a single master lease with varying maturities. The varying maturities are Less than 1.0x 5.9 8 5.4 100.0% reflected in the graph based on their renewal terms. 1.00x - 1.25x 8.4 9 11.1 60.7% (3) Represents a three property master lease that was previously in development, which has reached the 24 month Stabilization period, but has not yet reached 80% 1.26x - 1.50x 1.8 2 3.4 100.0% occupancy. 1.51x and above 2.3 3 5.0 100.0% (4) Represents the percentage of total Cash NOI supported by a corporate guaranty. 25


 
Senior Housing Triple-net(1) As of and for the quarter ended March 31, 2019, dollars in thousands, except REVPOR Facility Facility Property Occupancy REVPOR EBITDARM EBITDAR Property Portfolio Count Investment Cash NOI Units % Triple-Net CFC CFC Assisted/Independent living 124 $ 2,289,212 $ 55,227 11,887 85.6 $ 5,892 1.22x 1.04x CCRC 2 255,766 3,236 1,055 87.5 6,218 1.39x 1.19x Total 126 $ 2,544,978 $ 58,463 12,942 85.8 $ 5,919 1.24x 1.05x Properties Facility Facility Occupancy REVPOR EBITDARM EBITDAR Operator Investment Cash NOI Count % Pooled Units % Triple-Net CFC CFC Sunrise Senior Living(1) $ 942,340 $ 20,640 30 100 3,607 86.6 $ 7,417 1.39x 1.15x Brookdale 787,257 18,794 43 95 4,728 88.0 5,251 1.23x 1.06x Harbor Retirement Associates 214,355 4,990 14 100 1,343 77.7 5,684 1.11x 0.91x Aegis Senior Living 182,152 4,666 10 80 702 89.6 8,875 1.47x 1.29x Capital Senior Living 181,988 4,484 15 100 1,499 81.1 3,330 1.03x 0.89x Remaining 236,886 4,888 14 64 1,063 87.1 5,514 1.05x 0.91x Total $ 2,544,978 $ 58,463 126 93 12,942 85.8 $ 5,919 1.24x 1.05x (1) Includes Cash NOI for fourteen properties that converted to SHOP in the quarter. Property count, Investment and units for these properties are reflected in SHOP. Sunrise and Total EBITDARM and EBITDAR CFC exclude 35 properties, which have either converted or are expected to convert to SHOP in 2019. 26


 
Senior Housing Triple-net Same Property Portfolio Dollars in thousands, except REVPOR 1Q18 2Q18 3Q18 4Q18 1Q19 Property count 126 126 126 126 126 Investment $ 2,533,774 $ 2,535,100 $ 2,539,660 $ 2,543,823 $ 2,544,978 Units 12,944 12,945 12,953 12,939 12,942 Occupancy % 87.3 86.4 85.6 85.7 85.8 REVPOR Triple-net $ 5,854 $ 5,905 $ 5,929 $ 5,924 $ 5,919 Facility EBITDARM CFC(1) 1.34x 1.31x 1.29x 1.27x 1.24x Facility EBITDAR CFC(1) 1.15x 1.12x 1.10x 1.08x 1.05x Real Estate Revenues $ 55,560 $ 55,525 $ 55,840 $ 57,186 $ 56,049 Operating Expenses (92) (74) (79) (102) (88) NOI $ 55,468 $ 55,452 $ 55,761 $ 57,084 $ 55,960 Cash Real Estate Revenues $ 52,913 $ 55,774 $ 55,708 $ 58,465 $ 54,196 Cash Operating Expenses (78) (60) (65) (88) (74) Cash NOI $ 52,835 $ 55,715 $ 55,643 $ 58,377 $ 54,122 Year-Over-Year Three-Month SPP Growth 2.4% (1) EBITDARM and EBITDAR CFC exclude 35 properties, which have either converted or are expected to convert to SHOP in 2019. 27


 
Senior Housing Triple-net New Supply As of and for the quarter ended March 31, 2019, dollars in thousands NEW SUPPLY ANALYSIS(1) Senior Housing Triple-net Portfolio 5-Mile Radius(2) % of Cash NOI 5-Year 80+ Triple- Properties/ Exposed Population 80+ Median Median net Cash Units Under to New Growth % Penetration Household Home Unemploy- MSA Units Cash NOI NOI Construction(3) Supply(4) 2019-2024 Rate % Income Value ment % US National Average 14.1 11.8 $ 63 $ 218 4.0 Washington, DC 1,329 $ 6,617 11.3 4 / 407 $ 1,650 18.4 9.0 121 564 2.8 New York, NY 959 5,272 9.0 2 / 394 1,350 11.4 3.2 97 542 3.7 San Francisco, CA 359 2,634 4.5 -- / -- — 15.2 12.0 106 756 3.1 Los Angeles, CA 385 2,608 4.5 1 / 40 493 15.0 6.6 91 759 4.0 Portland, OR 897 2,334 4.0 1 / 224 454 16.8 26.8 71 347 4.1 Denver, CO 414 2,171 3.7 1 / 36 1,423 16.3 18.6 79 437 3.1 Chicago, IL 507 2,087 3.6 1 / 179 404 13.9 8.1 85 275 3.9 Jacksonville, FL 486 1,942 3.3 2 / 500 1,514 20.4 24.8 60 222 2.9 Seattle, WA 314 1,934 3.3 3 / 222 537 14.9 13.6 97 617 3.4 Dallas, TX 633 1,759 3.0 -- / -- — 21.5 16.7 82 196 3.5 Austin, TX 269 1,582 2.7 -- / -- — 22.1 15.1 77 453 2.9 Detroit, MI 330 1,456 2.5 5 / 476 1,081 6.9 23.9 77 241 3.4 Sebastian, FL 298 1,422 2.4 -- / -- — 15.8 10.5 57 236 4.6 Sacramento, CA 352 1,331 2.3 1 / 60 660 15.1 14.3 79 393 3.8 Providence, RI 276 1,296 2.2 -- / -- — 10.1 11.5 63 327 5.2 Charlotte, NC 451 1,289 2.2 1 / 88 229 20.0 17.8 69 243 3.7 Baltimore, MD 239 1,262 2.2 2 / 174 950 16.8 9.5 98 384 3.6 Atlanta, GA 395 1,145 2.0 1 / 79 328 20.3 16.8 80 335 2.8 Riverside, CA 202 984 1.7 3 / 227 192 20.7 6.7 96 501 3.9 Tucson, AZ 282 935 1.6 -- / -- — 15.5 31.2 66 304 2.9 Remaining 5,222 16,405 28.1 6 / 631 1,071 12.7 11.6 70 275 3.5 Total 14,599 $ 58,463 100.0 34 / 3,737 $ 12,336 14.5 10.4 $ 84 $ 403 3.5 % of Total Cash NOI and Interest Income 4.7% (1) Includes units and Cash NOI for fourteen properties operated by Sunrise that converted from senior housing triple-net to SHOP in the quarter. (2) Demographic data provided by StratoDem Analytics for 2019. Construction and supply data provided by National Investment Center for Senior Housing and Care (“NIC”) for the quarter ended March 31, 2019. Data reflects a 5-mile radius around each community and is weighted by Cash NOI. See Glossary for further discussion. (3) Represents the number of properties and units with similar care types that are under construction. (4) Represents total Cash NOI exposed to new construction and material expansions. 28


 
SHOP(1) As of and for the quarter ended March 31, 2019, dollars in thousands, except REVPOR INVESTMENTS Property REVPOR Count Investment Cash NOI Units Occupancy % SHOP Operator Brookdale 27 $ 852,761 $ 13,616 4,189 85.3 $ 4,061 Atria Senior Living 27 598,147 8,893 3,542 81.6 4,464 Sunrise Senior Living(1) 24 584,289 3,161 2,696 78.6 6,217 Senior Lifestyle Corp. 7 198,453 1,903 639 80.7 5,579 Life Care Services 3 78,161 1,637 426 85.3 4,856 Remaining 14 244,973 1,175 1,315 78.4 4,879 Total 102 $ 2,556,785 $ 30,385 12,807 82.6 $ 4,586 TOTAL OPERATING PORTFOLIO 1Q18 2Q18 3Q18 4Q18 1Q19 Property count 100 102 97 93 102 Investment $ 2,600,444 $ 2,500,375 $ 2,462,108 $ 2,228,265 $ 2,556,785 Units 13,580 13,527 12,995 11,708 12,807 Occupancy % 85.5 84.6 84.2 83.0 82.6 REVPOR SHOP $ 4,069 $ 4,027 $ 4,089 $ 4,259 $ 4,586 Real Estate Revenues $ 144,670 $ 138,352 $ 137,044 $ 127,909 $ 126,181 Operating Expenses (101,746) (101,767) (106,182) (104,617) (96,948) NOI $ 42,925 $ 36,585 $ 30,863 $ 23,292 $ 29,233 Cash Real Estate Revenues $ 142,318 $ 136,700 $ 137,815 $ 127,950 $ 127,149 Cash Operating Expenses (101,001) (100,239) (105,576) (101,428) (96,764) Cash NOI $ 41,317 $ 36,461 $ 32,240 $ 26,522 $ 30,385 Cash NOI Margin % 29.0 26.7 23.4 20.7 23.9 (1) Includes property count, Investment and units for fourteen properties that converted from senior housing triple-net in the quarter. Cash NOI for these properties is reflected in senior housing triple-net. 29


 
SHOP MSA As of and for the quarter ended March 31, 2019, dollars in thousands, except REVPOR OPERATING PORTFOLIO METRICS Units(1) REVPOR SHOP(1) % of SHOP Occupancy MSA Investment Cash NOI Cash NOI AL IL % AL IL Houston, TX $ 303,608 $ 6,243 20.5 311 1,606 87.4 $ 4,943 $ 2,844 Denver, CO 174,908 2,485 8.2 154 437 88.6 4,618 4,153 Chicago, IL 186,999 2,116 7.0 250 659 81.8 10,648 4,752 Dallas, TX 72,136 1,708 5.6 287 216 88.5 4,232 3,610 Washington, DC 173,466 1,685 5.5 607 — 81.9 6,066 — Miami, FL 210,155 1,448 4.8 1,162 224 83.1 4,189 — Memphis, TN 72,566 1,303 4.3 — 182 95.2 — 6,051 Phoenix, AZ 42,634 1,191 3.9 — 211 93.5 — 4,202 New York, NY 113,262 1,190 3.9 409 — 92.7 7,788 — Boston, MA 58,106 868 2.9 177 — 86.0 7,211 — St. Louis, MO 46,577 835 2.7 152 — 78.1 8,005 — Baltimore, MD 150,405 800 2.6 463 — 75.6 5,866 — Austin, TX 38,481 772 2.5 136 — 96.2 5,362 — Sarasota, FL 39,853 766 2.5 — 164 N/A — — Richmond, VA 50,329 746 2.5 204 — N/A — — Boulder, CO 42,707 679 2.2 — 96 93.6 — 4,619 Dayton, OH 46,478 612 2.0 175 108 93.7 5,526 2,897 Fresno, CA 39,708 611 2.0 — 172 93.0 — 3,785 Charlotte, NC 45,450 570 1.9 135 — 79.2 5,155 — Albuquerque, NM 10,698 531 1.7 149 — 87.4 4,016 — Remaining 638,258 3,226 10.6 3,308 653 73.1 4,793 4,409 Total $ 2,556,785 $ 30,385 100.0 8,079 4,728 82.6 $ 5,192 $ 3,807 (1) Units and REVPOR SHOP are based on the majority type within each community. AL includes needs-based care, such as memory care. 30


 
SHOP Same Property Portfolio Dollars in thousands, except REVPOR CORE Sequential Year-Over- 1Q18 2Q18 3Q18 4Q18 1Q19 Growth Year Growth Property count 33 33 33 33 33 — — Investment $ 1,038,212 $ 1,043,002 $ 1,048,281 $ 1,055,657 $ 1,059,218 0.3 % 2.0 % Units 4,338 4,343 4,338 4,339 4,338 — % — % Occupancy % 89.5 88.9 88.6 88.5 86.9 (1.6%) (2.6%) REVPOR SHOP $ 4,142 $ 4,198 $ 4,210 $ 4,203 $ 4,344 3.4% 4.9 % Real Estate Revenues $ 48,447 $ 48,559 $ 48,454 $ 48,495 $ 48,763 0.6% 0.7 % Operating Expenses (31,574) (32,236) (32,504) (34,106) (32,920) (3.5%) 4.3 % NOI $ 16,873 $ 16,323 $ 15,950 $ 14,390 $ 15,842 10.1% (6.1%) Cash Real Estate Revenues $ 48,265 $ 48,591 $ 48,557 $ 48,435 $ 49,133 1.4% 1.8 % Cash Operating Expenses (31,564) (32,213) (32,529) (33,150) (33,114) (0.1%) 4.9 % Cash NOI $ 16,701 $ 16,378 $ 16,028 $ 15,285 $ 16,019 4.8% (4.1%) Cash NOI Margin % 34.6 33.7 33.0 31.6 32.6 1.0% (2.0%) TRANSITION(1) Sequential Year-Over- 1Q18 2Q18 3Q18 4Q18 1Q19 Growth Year Growth Property count 17 17 17 17 17 — — Investment $ 333,118 $ 335,721 $ 337,031 $ 341,409 $ 340,343 (0.3%) 2.2 % Units 2,066 2,065 2,066 2,066 2,067 — % — % Occupancy % 87.1 85.0 83.9 84.1 83.4 (0.7%) (3.7%) REVPOR SHOP $ 4,060 $ 4,087 $ 4,035 $ 3,947 $ 4,141 4.9% 2.0 % Real Estate Revenues $ 22,391 $ 21,730 $ 20,226 $ 20,722 $ 21,402 3.3% (4.4%) Operating Expenses (15,951) (16,241) (15,784) (16,646) (15,770) (5.3%) (1.1%) NOI $ 6,441 $ 5,489 $ 4,441 $ 4,076 $ 5,632 38.2% (12.6%) Cash Real Estate Revenues $ 21,922 $ 21,535 $ 20,977 $ 20,580 $ 21,411 4.0% (2.3%) Cash Operating Expenses (15,186) (15,718) (15,623) (16,234) (15,787) (2.8%) 4.0 % Cash NOI $ 6,736 $ 5,818 $ 5,354 $ 4,346 $ 5,625 29.4% (16.5%) Cash NOI Margin % 30.7 27.0 25.5 21.1 26.3 5.2% (4.4%) (1) Represents properties previously managed by Brookdale that have transitioned to new operators or are expected to sell in 2019 in accordance with the Brookdale Transaction. Refer to the 4Q17 Earnings Release and Supplemental Report for additional information. 31


 
SHOP Same Property Portfolio Dollars in thousands, except REVPOR TOTAL Sequential Year-Over- 1Q18 2Q18 3Q18 4Q18 1Q19 Growth Year Growth Property count 50 50 50 50 50 — — Investment $ 1,371,330 $ 1,378,722 $ 1,385,311 $ 1,397,066 $ 1,399,561 0.2 % 2.1 % Units 6,404 6,408 6,404 6,405 6,405 — % — % Occupancy % 88.8 87.7 87.1 87.1 85.8 (1.3%) (3.0%) REVPOR SHOP $ 4,116 $ 4,163 $ 4,156 $ 4,123 $ 4,281 3.8% 4.0 % Real Estate Revenues $ 70,838 $ 70,290 $ 68,679 $ 69,217 $ 70,165 1.4% (1.0%) Operating Expenses (47,524) (48,478) (48,288) (50,752) (48,690) (4.1%) 2.5% NOI $ 23,314 $ 21,812 $ 20,391 $ 18,465 $ 21,475 16.3% (7.9%) Cash Real Estate Revenues $ 70,187 $ 70,126 $ 69,534 $ 69,015 $ 70,544 2.2% 0.5 % Cash Operating Expenses (46,750) (47,931) (48,153) (49,384) (48,901) (1.0%) 4.6 % Cash NOI $ 23,437 $ 22,196 $ 21,381 $ 19,630 $ 21,644 10.3% (7.7%) Cash NOI Margin % 33.4 31.7 30.7 28.4 30.7 2.3% (2.7%) 32


 
SHOP New Supply As of and for the quarter ended March 31, 2019, dollars in thousands NEW SUPPLY ANALYSIS(1) SHOP 5-Mile Radius(2) Cash NOI 5-Year 80+ % of Properties/ Exposed Population 80+ Median SHOP Units Under to New Growth % Penetration Household Median Unemploy- MSA Units Cash NOI Cash NOI Construction(3) Supply(4) 2019-2024 Rate % Income Home Value ment% US National Average 14.1 11.8 $ 63 $ 218 4.0 Houston, TX 1,917 $ 6,243 20.5 4 / 1,014 $ 4,130 22.4 19.1 92 310 3.4 Denver, CO 591 2,485 8.2 4 / 641 1,749 15.8 16.8 67 384 3.4 Chicago, IL 687 2,116 7.0 1 / 163 99 11.7 18.3 112 328 3.9 Dallas, TX 503 1,708 5.6 2 / 250 789 22.1 15.7 64 178 4.1 Washington, DC 467 1,685 5.5 3 / 259 1,148 18.6 7.7 112 423 3.2 Miami, FL 1,386 1,448 4.8 4 / 485 503 10.4 8.6 59 231 4.0 Memphis, TN 182 1,303 4.3 2 / 343 1,303 12.6 23.9 83 240 2.8 Phoenix, AZ 211 1,191 3.9 1 / 128 1,191 17.9 14.4 56 225 4.1 New York, NY 187 1,190 3.9 2 / 142 721 9.4 11.1 117 477 4.0 Boston, MA 177 868 2.9 1 / 72 670 11.1 10.6 91 617 2.8 St. Louis, MO 152 835 2.7 1 / 15 430 5.7 10.3 88 267 2.3 Baltimore, MD 375 800 2.6 -- / -- — 10.5 6.9 91 320 3.9 Austin, TX 136 772 2.5 -- / -- — 30.5 21.5 65 239 3.4 Sarasota, FL 164 766 2.5 -- / -- — 12.6 12.7 64 274 3.0 Richmond, VA 204 746 2.5 1 / 42 746 6.6 34.9 105 358 2.3 Boulder, CO 96 679 2.2 -- / -- — 18.8 19.8 69 698 3.0 Dayton, OH 180 612 2.0 2 / 298 612 6.5 9.9 67 169 3.5 Fresno, CA 172 611 2.0 -- / -- — 11.5 11.8 73 285 6.6 Charlotte, NC 135 570 1.9 -- / -- — 21.1 18.0 89 264 2.9 Albuquerque, NM 149 531 1.7 -- / -- — 16.6 7.1 44 184 4.7 Remaining 3,079 3,226 10.6 4 / 569 141 14.7 10.5 68 272 3.5 Total 11,150 $ 30,385 100.0 32 / 4,421 $ 14,232 15.5 14.1 $ 81 $ 313 3.5 % of Total Cash NOI and Interest Income 5.4% (1) Excludes fourteen properties that converted from senior housing triple-net to SHOP in the quarter which are reflected in senior housing triple-net new supply analysis. (2) Demographic data provided by StratoDem Analytics for 2019. Construction and supply data provided by NIC for the quarter ended March 31, 2019. Data reflects a 5-mile radius around each community and is weighted by Cash NOI. See Glossary for further discussion. (3) Represents the number of properties and units with similar care types that are under construction. (4) Represents total Cash NOI exposed to new construction and material expansions. 33


 
Life Science As of and for the quarter ended March 31, 2019, dollars and square feet in thousands INVESTMENTS(1) Property Cash Square Occupancy MSA Count Investment NOI Feet % San Francisco, CA 71 $ 2,539,681 $ 47,535 3,821 97.9 San Diego, CA 30 870,446 14,727 2,085 94.6 Boston, MA 3 315,930 4,053 462 100.0 Remaining 8 154,002 3,688 512 100.0 112 $ 3,880,059 $ 70,003 6,880 97.2 SAME PROPERTY PORTFOLIO 1Q18 2Q18 3Q18 4Q18 1Q19 Property Count 97 97 97 97 97 Investment $ 2,990,282 $ 3,016,786 $ 3,031,534 $ 3,042,715 $ 3,047,652 Square Feet 5,875 5,875 5,876 5,876 5,876 Occupancy % 93.5 95.1 95.9 96.2 96.8 Real Estate Revenues $ 69,072 $ 70,254 $ 73,080 $ 73,250 $ 73,340 Operating Expenses (15,345) (16,396) (17,561) (17,400) (16,465) NOI $ 53,727 $ 53,858 $ 55,519 $ 55,849 $ 56,875 Cash Real Estate Revenues $ 68,288 $ 69,818 $ 72,472 $ 72,662 $ 72,881 Cash Operating Expenses (15,326) (16,378) (17,548) (17,387) (16,452) Cash NOI $ 52,962 $ 53,440 $ 54,925 $ 55,275 $ 56,429 Year-Over-Year Three-Month SPP Growth % 6.5% (1) Excludes thirteen properties that are in Development. 34


 
Life Science As of March 31, 2019, dollars and square feet in thousands SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS) Total San Francisco San Diego Boston Remaining Leased Square Annualized Square Annualized Square Annualized Square Annualized Square Annualized Year Feet % Base Rent(1) % Feet Base Rent(1) Feet Base Rent(1) Feet Base Rent(1) Feet Base Rent(1) 2019(2) 416 6 $ 13,288 5 155 $ 4,658 181 $ 5,252 80 $ 3,378 — $ — 2020 550 8 20,778 7 316 12,400 197 6,703 37 1,674 — — 2021 831 12 49,993 17 684 44,710 147 5,283 — — — — 2022 654 10 22,082 8 235 8,690 348 11,410 — — 70 1,982 2023 710 11 40,305 14 550 34,531 97 3,817 27 1,378 36 579 Thereafter 3,524 53 145,798 50 1,799 91,629 1,001 27,464 318 14,224 406 12,481 6,686 100 $ 292,245 100 3,739 $ 196,619 1,972 $ 59,930 462 $ 20,653 512 $ 15,042 TENANT CONCENTRATION Leased Square Feet Annualized Base Rent(1) Remaining Lease Term % of % of Credit in Years Amount Total Amount Total Rating University, Amgen 3.5 684 10 $ 50,344 17 A Government, Myriad Genetics 6.2 359 5 11,033 4 — Public Biotech / Research 4% Takeda/Shire 7.4 266 4 9,790 3 BBB+ Medical Device 51% Office and Rigel Pharmaceuticals 3.8 147 2 9,351 3 — R&D 8% AstraZeneca Pharmaceuticals 8.0 156 2 8,558 3 BBB+ General Atomics 11.5 510 8 7,613 3 — Pharma Five Prime 8.8 115 2 7,025 2 — Private 16% NuVasive 15.2 169 3 6,436 2 — Biotech / Medical Device Duke University 10.5 166 2 6,178 2 AA+ 21% Pfizer/Rinat Neuroscience 5.8 123 2 4,826 2 AA Remaining 5.0 3,990 60 171,089 59 — 5.5 6,686 100 $ 292,245 100 (1) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (2) Includes month-to-month and holdover leases. 35


 
Life Science Square feet in thousands LEASING ACTIVITY Annualized HCP Tenant Leased Base Rent % Change in Improvements Leasing Costs Average Lease Retention Square Feet Per Sq. Ft. Cash Rents per Sq. Ft. per Sq. Ft. Term (Months) Rate YTD Leased Square Feet as of December 31, 2018 6,488 $ 43.97 Acquisitions 64 47.73 Developments 113 11.88 Redevelopments placed in service 72 60.02 Properties placed into redevelopment (84) 87.09 Expirations (164) 35.15 Renewals, amendments and extensions 102 42.21 21.4 $ 0.38 $ 7.54 38 62.2% New leases 105 50.71 78.82 19.29 105 Terminations (10) 32.07 Leased Square Feet as of March 31, 2019 6,686 $ 43.71 Rendering of The Shore at Sierra Point South San Francisco, CA 3636


 
Medical Office As of and for the quarter ended March 31, 2019, dollars and square feet in thousands PORTFOLIO BY MARKET(1) Square Feet On-campus(2) Off-campus(3) Total Property Occupancy MSA Count Investment Cash NOI % Multi-tenant Single-tenant Multi-tenant Single-tenant Multi-tenant Single-tenant % of Total Dallas, TX 28 $ 726,978 $ 16,607 91.3 1,910 1,352 328 54 2,238 1,406 18 Houston, TX 29 563,654 9,687 93.1 1,244 1,365 287 — 1,530 1,365 14 Seattle, WA 6 226,353 6,183 93.8 667 — — — 667 — 3 Denver, CO 16 284,652 5,602 87.9 1,077 — 35 — 1,113 — 5 Nashville, TN 14 174,760 4,937 92.9 1,289 10 — — 1,289 10 6 Louisville, KY 11 217,896 4,260 92.0 565 17 447 15 1,012 32 5 Greenville, SC 16 295,331 3,968 99.4 232 560 12 52 244 612 4 Philadelphia, PA 3 369,708 3,455 85.6 700 — 217 90 917 90 5 Phoenix, AZ 13 184,015 3,289 91.2 519 — 207 — 726 — 3 Salt Lake City, UT 13 149,919 3,253 90.9 434 63 261 7 695 71 4 San Diego, CA 5 110,008 2,229 98.3 — 176 155 — 155 176 2 Miami, FL 10 98,382 2,188 85.2 499 — — 30 499 30 3 Las Vegas, NV 7 124,408 1,808 83.4 536 — — — 536 — 3 Kansas City, MO 3 78,854 1,526 96.3 260 — — 8 260 8 1 Fresno, CA 1 59,689 1,489 100.0 — 56 — — — 56 — San Antonio, TX 4 71,048 1,358 79.5 354 — — — 354 — 2 Ogden, UT 9 63,609 1,207 87.3 269 — 13 68 282 68 2 Los Angeles, CA 4 65,245 1,176 88.4 106 — 97 — 202 — 1 Sacramento, CA 2 75,345 1,001 99.0 — — 29 92 29 92 1 Washington, DC 3 65,970 974 88.5 55 29 99 — 154 29 1 Remaining 71 881,298 15,238 96.5 1,620 1,293 422 457 2,043 1,750 18 268 $ 4,887,122 $ 91,437 92.1 12,336 4,921 2,609 873 14,945 5,794 100 (1) Excludes one property that is in Development. (2) Includes 7.3 million square feet subject to ground leases with average expirations of 55 years and renewal options generally ranging from 10 to 25 years. (3) Includes medical office buildings that are off-campus, adjacent (within 0.25 miles of a hospital campus) and anchored (50% or more leased by a health system). 37


 
Medical Office As of and for the quarter ended March 31, 2019, square feet in thousands SQUARE FEET BY HEALTH SYSTEM Square Feet Directly Leased by Health System Health System Credit % of Annualized Health System Rank(1) Rating On-Campus Anchored(2) Adjacent(2) Off-Campus Total % of Total % Square Feet Base Rent HCA 2 Ba1 8,693 60 236 — 8,989 43.3 22.0 22.3 Memorial Hermann Health System 41 A1 1,634 80 — — 1,714 8.3 8.3 4.5 Community Health Systems, Inc. 8 Caa3 1,298 51 — — 1,348 6.5 5.5 3.6 Greenville Health System 62 A2 792 64 — — 856 4.1 4.2 3.6 Norton Healthcare 120 — 582 15 328 — 926 4.5 2.8 3.1 Jefferson Health 160 A2 700 — — — 700 3.4 2.0 2.0 Providence Health & Services 4 Aa3 563 — — — 563 2.7 1.3 2.1 Steward Health Care N/A — 547 — — — 547 2.6 1.6 1.4 Remaining - credit rated 2,055 744 507 — 3,306 15.9 Non-credit rated 392 226 56 1,116 1,789 8.6 Total 17,256 1,240 1,127 1,116 20,739 100.0 47.7 42.6 % of Total 83.2 6.0 5.4 5.4 Total Healthcare Affiliated 94.6% LEASING ACTIVITY Annualized HCP Tenant Average Leased Base Rent % Change in Improvements Leasing Costs Lease Term Retention Square Feet Per Sq. Ft. Cash Rents(4) per Sq. Ft. per Sq. Ft. (Months) Rate YTD Leased Square Feet as of December 31, 2018(3) 19,105 $ 23.99 Expirations (794) 25.41 Renewals, amendments and extensions 635 25.67 (0.2) $ 9.68 $ 5.43 71 80.0% New leases 175 24.51 36.00 5.21 83 Terminations (13) 30.66 Leased Square Feet as of March 31, 2019 19,108 $ 24.27 (1) Ranked by revenue based on the 2017 Modern Healthcare’s Healthcare Systems Financial Database. Systems denoted as N/A are not reported. (2) Denotes whether the medical office building is adjacent (within 0.25 miles) to a hospital campus or anchored (the asset is off-campus, but is 50% or more leased to a health system). (3) For comparative purposes, December 31, 2018 includes two properties that were reclassified into the Medical Office segment during the quarter. (4) For comparative purposes, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease. 38


 
Medical Office As of and for the quarter ended March 31, 2019, dollars and square feet in thousands SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS)(1) Total On-Campus Off-Campus Leased Annualized Annualized Annualized Year Square Feet % Base Rent(2) % Square Feet Base Rent(2) Square Feet Base Rent(2) 2019(3) 2,082 11 $ 53,045 12 1,625 $ 42,728 458 $ 10,317 2020 2,481 13 64,738 15 2,100 56,145 381 8,593 2021 2,012 11 51,078 11 1,709 43,580 303 7,498 2022 1,859 10 47,617 11 1,444 36,850 415 10,767 2023 1,593 8 41,283 9 1,314 34,217 278 7,066 Thereafter 9,051 47 187,643 42 7,736 155,701 1,315 31,941 19,078 100 $ 445,405 100 15,928 $ 369,222 3,149 $ 76,183 SAME PROPERTY PORTFOLIO 1Q18 2Q18 3Q18 4Q18 1Q19 Property Count 236 236 236 236 236 Investment $ 3,905,087 $ 3,925,685 $ 3,943,432 $ 3,977,672 $ 3,982,868 Square feet 18,104 18,104 18,093 18,144 18,145 Occupancy % 93.2 92.9 93.0 92.8 92.5 Real Estate Revenues $ 118,557 $ 119,900 $ 121,959 $ 119,730 $ 121,976 Operating Expenses (40,288) (41,148) (42,648) (40,129) (40,919) NOI $ 78,269 $ 78,752 $ 79,311 $ 79,601 $ 81,057 Cash Real Estate Revenues $ 116,248 $ 117,781 $ 120,249 $ 118,050 $ 120,111 Cash Operating Expenses (39,682) (40,541) (42,046) (39,526) (40,312) Cash NOI $ 76,566 $ 77,239 $ 78,203 $ 78,524 $ 79,799 Year-Over-Year Three-Month SPP Growth % 4.2% (1) Excludes 30,000 square feet and annualized base revenue of $0.5 million related to two assets held for sale at March 31, 2019. (2) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (3) Includes month-to-month and holdover leases. 39


 
Other Wholly-owned As of and for the quarter ended March 31, 2019, dollars in thousands LEASED PROPERTIES Facility Facility (1) Certain operators in our hospital portfolio are Property Occupancy EBITDARM EBITDAR not required under their respective leases to (1) (1) (1) Type/Operator Count Investment Cash NOI Beds % CFC CFC provide operational data. SPP occupancy and Hospitals 12 $ 303,591 $ 12,567 1,310 47.2 3.33x 2.99x CFC excludes data for one post-acute/skilled property. Post-acute/skilled 1 17,909 320 120 89.2 2.02x 1.65x (2) Investment represents fundings under the Total Leased Properties 13 $ 321,500 $ 12,887 $115 million participating development loan for the construction of 620 Terry, a $147 million senior housing development located in Seattle. DEBT INVESTMENTS Upon sale or refinancing, we will receive 20% of fair market value in excess of the total Weighted development cost. Average Interest Maturity in Investment Income Yield Years 620 Terry Development Loan(2) $ 61,435 $ 821 6.5% 3.7 Remaining 44,041 892 8.4% 2.9 Total Debt Investments $ 105,475 $ 1,713 7.3% 3.3 SAME PROPERTY PORTFOLIO 1Q18 2Q18 3Q18 4Q18 1Q19 Property count 13 13 13 13 13 Investment $ 321,500 $ 321,500 $ 321,500 $ 321,500 $ 321,500 Beds 1,430 1,430 1,430 1,430 1,430 Occupancy %(1) 47.7 51.2 47.9 46.2 47.2 Facility EBITDARM CFC(1) 3.03x 3.47x 3.66x 3.44x 3.33x Facility EBITDAR CFC(1) 2.71x 3.13x 3.32x 3.10x 2.99x Real Estate Revenues $ 12,411 $ 12,561 $ 12,648 $ 12,664 $ 12,700 Operating Expenses 6 (17) (8) (26) (7) NOI $ 12,417 $ 12,544 $ 12,640 $ 12,638 $ 12,694 Cash Real Estate Revenues $ 12,582 $ 12,680 $ 12,838 $ 12,858 $ 12,895 Cash Operating Expenses 6 (17) (8) (26) (7) Cash NOI $ 12,588 $ 12,663 $ 12,830 $ 12,833 $ 12,888 Year-Over-Year Three-Month SPP Growth 2.4% 40


 
Other Unconsolidated JVs(1) As of and for the quarter ended March 31, 2019, dollars and square feet in thousands Other SHOP Medical SELECTED FINANCIAL DATA AT 100% Total CCRC JV JVs U.K. JV Office Remaining Joint ventures' Investment $ 2,335,593 $ 1,497,585 $ 258,945 $ 519,474 $ 50,013 $ 9,576 Joint ventures' mortgage debt 1,050,057 611,813 144,051 291,488 — 2,705 Property count 99 15 10 68 3 3 Capacity 7,269 Units 1,049 Units 3,586 Beds 294 Sq. Ft. 360 Beds Occupancy % 85.8 89.0 89.1 77.0 74.6 Total revenues $ 129,216 $ 106,609 $ 9,905 $ 10,557 $ 1,697 $ 448 Operating expenses (92,245) (84,442) (6,951) — (831) (21) NOI $ 36,971 $ 22,167 $ 2,954 $ 10,557 $ 866 $ 427 Depreciation and amortization (31,251) (24,974) (2,101) (3,582) (523) (71) General and administrative expenses (1,288) (33) (10) (1,107) (136) (2) Transaction-related items (310) (310) — — — — Interest expense and other (11,672) (6,195) (1,554) (3,842) — (81) Net income (loss) $ (7,550) $ (9,345) $ (711) $ 2,026 $ 207 $ 273 Depreciation and amortization 31,251 24,974 2,101 3,582 523 71 NAREIT FFO $ 23,701 $ 15,629 $ 1,390 $ 5,608 $ 730 $ 344 Transaction-related items 310 310 — — — — FFO as adjusted $ 24,011 $ 15,939 $ 1,390 $ 5,608 $ 730 $ 344 Non-refundable Entrance Fee sales, net(2) 7,134 7,134 — — — — Non-cash adjustments to NOI (923) (25) 47 (965) 20 — Non-cash adjustments to net income 913 264 59 588 — 2 FAD capital expenditures (3,132) (2,878) (160) — (94) — FAD $ 28,003 $ 20,434 $ 1,336 $ 5,231 $ 656 $ 346 HCP's SHARE OF UNCONSOLIDATED JVs HCP's ownership percentage 49% 45% - 90% 49% 20% - 67% 80% HCP's net equity investment(3) $ 337,717 $ 166,379 $ 57,174 $ 102,694 $ 10,039 $ 1,431 Mortgage debt(3) 333,836 102,802 88,206 142,828 — — NOI 18,299 10,862 1,490 5,173 432 342 Cash NOI 21,309 14,315 1,519 4,700 433 342 Net income (loss)(3) (863) (2,096) (489) 1,295 208 219 NAREIT FFO(3) 14,214 9,710 774 3,051 404 275 FFO as adjusted(3) 14,365 9,861 774 3,051 404 275 FAD(3) 16,303 12,020 754 2,866 386 277 (1) Excludes land held for development and includes one senior housing development. (2) Includes $16.4 million related to non-refundable Entrance Fees (net of reserve for early terminations) included in FAD as the fees are collected by our CCRC JV, partially offset by $9.2 million related to non-refundable Entrance Fee amortization recognized on an FFO basis over the estimated stay of the residents. See Entrance Fees in Glossary. (3) HCP's pro rata share excludes activity related to $192 million of debt funded by HCP at the CCRC JV. 41


 
Other Unconsolidated JV Capital Represents HCP's pro rata share of unconsolidated JVs for the quarter ended March 31, 2019, dollars in thousands UNCONSOLIDATED JV CAPITAL Three Months Ended March 31, 2019 FAD capital expenditures $ 1,172 Revenue enhancing capital expenditures 3,253 Tenant improvements - 1st generation 8 Development 2,149 Capitalized interest 161 Total capital expenditures $ 6,742 DEVELOPMENT PROJECTS IN PROCESS Actual / Estimated Occupancy Property Cost to Total at Project Project MSA Property Type Count CIP Complete Completion Units Start Initial Stabilized Waldwick New York, NY Senior housing 1 $ 14,258 $ 9,263 $ 23,521 79 3Q17 3Q19 1Q21 LAND HELD FOR DEVELOPMENT Estimated Gross Site Rentable Investment Project MSA Property Type Acreage Units to Date Oakmont Village Santa Rosa, CA Senior housing 3 74 $ 2,340 Brandywine Philadelphia, PA Senior housing 8 67 797 11 141 $ 3,137 42


 
Other CCRC JV Dollars in thousands, except REVPOR CCRC JV 1Q18 2Q18 3Q18 4Q18 1Q19 Property count 15 15 15 15 15 Units 7,257 7,262 7,268 7,273 7,269 Occupancy % 86.4 85.8 85.5 85.7 85.8 REVPOR(1) $ 5,099 $ 5,132 $ 5,188 $ 5,206 $ 5,208 HCP's SHARE OF CCRC JV Investment $ 713,996 $ 718,920 $ 723,044 $ 729,503 $ 733,817 Cash Real Estate Revenues excluding Cash NREFs, net $ 46,982 $ 46,983 $ 47,370 $ 47,682 $ 47,728 Cash NREFs, net(2) 6,235 7,186 10,299 8,687 7,767 Cash Operating Expenses (40,916) (40,980) (42,095) (42,126) (41,181) Cash NOI $ 12,300 $ 13,189 $ 15,574 $ 14,243 $ 14,315 Margin % including NREFs, net 23.0 24.2 26.8 25.1 25.7 Year-Over-Year Three-Month Growth 16.4% (1) The 3-month average Cash Rental and Operating Revenues per occupied unit excluding Cash NREFs, net for the period presented. (2) Represents non-refundable Entrance Fees, net of a 15% reserve for statutory refunds due to early terminations and related management fees. See Entrance Fees in Glossary. 43


 
2019 Guidance(1) Projected full year 2019, dollars in millions, except per share amounts Full Year 2019 Guidance (May 1, 2019) Net income, FFO and FFO as Adjusted per Share Guidance Diluted earnings per common share $0.45 - $0.51 Diluted NAREIT FFO per common share $1.67 - $1.73 Diluted FFO as adjusted per common share $1.70 - $1.76 Annualized dividend per share $1.48 Year-Over-Year SPP Cash NOI Guidance Total Portfolio 1.25% - 2.75% Other Supplemental Information - Cash Addition (Reduction) Amortization of deferred compensation $14 - $16 Amortization of deferred financing costs $11 - $15 Straight-line rents ($25) - ($31) FAD capital expenditures ($95) - ($110) CCRC Entrance Fees, net $12 - $16 Deferred income taxes ($12) - ($18) Other FAD adjustments - primarily JV FAD Capital ($3) - ($7) Capital Expenditures (excluding FAD Capital Expenditures)(2) 1st generation tenant improvements / ICE $55 - $70 Casualty related capital $5 - $10 Revenue enhancing $70 - $85 Development and Redevelopment $600 - $700 Development loan funding $85 - $95 Other Items Interest income $8 - $12 General and administrative $84 - $89 Interest expense $215 - $235 HCP's share of Unconsolidated JVs Cash NOI $75 - $83 HCP's share of Unconsolidated JVs FFO $48 - $56 (1) Refer to the February 13, 2019 release for additional 2019 Guidance. (2) Includes HCP's Share of Unconsolidated JVs. 44


 
Glossary Adjusted Fixed Charge Coverage* Consolidated Gross Assets* Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental The carrying amount of total assets, excluding investments in and advances to our unconsolidated measure of liquidity and our ability to meet interest payments on our outstanding debt and pay JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated dividends to our preferred stockholders, if applicable. Our various debt agreements contain financial statements. Consolidated Gross Assets is a supplemental measure of our financial covenants that require us to maintain ratios similar to Adjusted Fixed Charge Coverage, and credit position, which, when used in conjunction with debt-related measures, enables both management rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of and investors to analyze our leverage and to compare our leverage to that of other companies. our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Adjusted EBITDAre and Fixed Charges. Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial Annualized Base Rent statements. The most recent month’s (or subsequent month’s if acquired in the most recent month) base rent including additional rent floors, cash income from DFLs and/or interest income annualized for 12 Continuing Care Retirement Community (“CCRC”) months. Annualized Base Rent excludes properties in our SHOP and properties sold or held for A senior housing facility which provides at least three levels of care (i.e., independent living, assisted sale during the quarter. Further, Annualized Base Rent does not include tenant recoveries, additional living and skilled nursing). rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues). We use Annualized Debt Investments Base Rent for the purpose of determining Lease Expirations and Debt Investment Maturities. Loans secured by a direct interest in real estate and mezzanine loans. Cash Flow Coverage (“CFC”)* Development Facility EBITDAR or Facility EBITDARM divided by the aggregate of base rent and any additional Includes ground-up construction. Newly completed developments, are considered Stabilized at rent due to us for the trailing 12-month period one quarter in arrears from the period presented. the earlier of lease-up (typically when the tenant(s) controls the physical use of 80% of the space) CFC is a supplemental measure of a property’s ability to generate cash flows for the operator/ or 24 months from the date the property is placed in service. tenant (not HCP) to meet the operator’s/tenant’s related rent and other obligations to us. However, CFC is subject to the same limitations and qualifications as Facility EBITDAR or Facility EBITDARM. Direct Financing Lease (“DFL”) CFC is not presented for: (i) properties operated under a RIDEA structure; or (ii) newly completed Lease for which future minimum lease payments are recorded as a receivable and the difference facilities under lease-up, facilities acquired or transitioned to new operators during the relevant between the future minimum lease payments and the estimated residual values less the cost of trailing 12-month period, vacant facilities and facilities for which data is not available or meaningful. the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield. Cash Operating Expenses* Cash Operating Expenses represents property level operating expenses (which exclude transition EBITDAre and Adjusted EBITDAre* costs) after eliminating the effects of straight-line rents, lease termination fees, actuarial reserves EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the for insurance claims that have been incurred but not reported, and the impact of deferred National Association of Real Estate Investment Trusts (“NAREIT”) and intended for real estate community fee expense. 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 Cash Real Estate Revenues* in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre Cash Real Estate Revenues represents rental and related revenues, resident fees and services and is defined as EBITDAre excluding impairments (recoveries) related to non-depreciable assets, income from DFLs after eliminating the effects of straight-line rents, DFL non-cash interest, transaction-related items, prepayment costs (benefits) associated with early retirement or payment amortization of market lease intangibles, lease termination fees and the impact of deferred of debt, severance and related charges, litigation costs (recoveries), casualty-related charges community fee income. (recoveries), stock compensation expense and foreign currency remeasurement losses (gains), and is adjusted to include our share of CCRC non-refundable entrance fees received. EBITDAre and Completion Date - Development/Redevelopment Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same For Developments, management’s estimate of the period the core and shell structure improvements basis. are expected to be or have been completed. For Redevelopments, management’s estimate of the period in which major construction activity in relation to the scope of the project has been or will Enterprise Debt* be substantially completed and excludes the completion of tenant improvements. 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 Consolidated Debt investors to analyze our leverage and to compare our leverage to that of other companies. Our pro The carrying amount of bank line of credit and term loans, senior unsecured notes, mortgage debt rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability and other debt, as reported in our consolidated financial statements. or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs. 45


 
Glossary Enterprise Gross Assets* Fixed Charges* Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a Charges also includes our pro rata share of the interest expense plus capitalized interest plus supplemental measure of our financial position, which, when used in conjunction with debt-related preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measures, enables both management and investors to analyze our leverage and to compare our measure of our interest payments on outstanding debt and dividends to preferred stockholders leverage to that of other companies. 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 Enterprise Secured Debt* contractual obligations. 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 Funds Available for Distribution (“FAD”)* management and investors to analyze our leverage and to compare our leverage to that of other See the “Funds Available for Distribution” definition included in the accompanying Discussion and companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not Reconciliations of Non-GAAP Financial Measures for information regarding FAD. 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. Funds From Operations (“NAREIT FFO”) and FFO as Adjusted* See the “Funds From Operations” definition included in the accompanying Discussion and Entrance Fees Reconciliations of Non-GAAP Financial Measures for information regarding NAREIT FFO and FFO Certain of our communities have residency agreements which require the resident to pay an upfront as adjusted. entrance fee prior to taking occupancy at the community. For net income, NOI and NAREIT FFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and HCP’s Share of Unconsolidated Joint Ventures ("JVs") amortized over the estimated stay of the resident based on an actuarial valuation. For Cash NOI HCP’s pro rata share information is prepared on a basis consistent with the comparable and FAD, the non-refundable entrance fees ("NREFs") are recognized upon receipt, net of a reserve consolidated amounts by applying our actual ownership percentage for the period, and is intended for statutory refunds due to early terminations. The refundable portion of a resident’s entrance fee to reflect our proportionate economic interest in the financial position and operating results of is generally refundable within a certain number of months or days following contract termination properties in our portfolio. or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities. Healthcare Affiliated Represents properties that are on-campus or adjacent to a healthcare system and properties that Facility EBITDAR and Facility EBITDARM* are leased 50% or more to a healthcare system. Earnings before interest, taxes, depreciation, amortization and rent (and management fees), as applicable, for a particular facility accruing to the operator/tenant of the property (HCP as lessor), Initial Capital Expenditures (“ICE”) for the trailing 12 months and one quarter in arrears from the date reported. We use Facility EBITDAR Expenditures required to bring a newly acquired property up to standard. The expenditures are or Facility EBITDARM in determining CFC and as a supplemental measure of the ability of the typically identified during underwriting and incurred within the first year of ownership. property to generate sufficient liquidity to meet related obligations to us. Facility EBITDAR includes: (i) contractual management fees; (ii) an imputed management fee of 5% of revenues for senior Investment and Portfolio Investment* housing facilities and post-acute/skilled facilities, or (iii) an imputed management fee of 2% of Represents: (i) the carrying amount of real estate assets and intangibles, after adding back revenues for hospitals. All facility financial performance data was derived solely from information accumulated depreciation and amortization, and (ii) the carrying amount of DFLs and Debt provided by operators/tenants without independent verification by us. Facility EBITDAR and Facility Investments. Portfolio Investment also includes our pro rata share of the real estate assets and EBITDARM are subject to the same limitations and qualifications as EBITDA. In addition, Facility intangibles held in our unconsolidated JVs, presented on the same basis as Investment, less the EBITDAR and Facility EBITDARM do not represent a borrower’s net income or cash flow from value attributable to refundable Entrance Fee liabilities. Investment and Portfolio Investment operations and should not be considered alternatives to those indicators. Facility EBITDAR and exclude land held for development. Facility EBITDARM are not presented for: (i) properties operated under a RIDEA structure; or (ii) newly completed facilities under lease-up, facilities acquired or transitioned to new operators during Metropolitan Statistical Areas (“MSA”) the relevant trailing 12-month period, vacant facilities and facilities for which data is not available Metropolitan Statistical Areas are geographic entities delineated by the Office of Management and or meaningful. Budget for use by Federal Statistical agencies in collecting, tabulating, and publishing Federal statistics. A metro area contains a core urban area of 50,000 or more population, consists of one Financial Leverage* or more counties and includes the counties containing the core urban area, as well as any adjacent Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure counties that have a high degree of social and economic integration (as measured by commuting of our financial position, which enables both management and investors to analyze our leverage to work) with the urban core. and to compare our leverage to that of other companies. 46


 
Glossary Net Debt* Real Estate Revenues* Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our Includes rental related revenues, tenant recoveries, resident fees and services and income from consolidated financial statements and our pro rata share of cash and cash equivalents from our DFLs. unconsolidated JVs. 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 Redevelopment other companies. Properties that incur major capital expenditures to significantly improve, change the use, or reposition the property pursuant to a formal redevelopment plan. Newly completed Net Debt to Adjusted EBITDAre* redevelopments, are considered Stabilized at the earlier of lease-up (typically when the tenant(s) Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our controls the physical use of 80% of the space) or 24 months from the date the property is placed debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, in service. this measure may have material limitations. Retention Rate Net Operating Income from Continuing Operations (“NOI”) and Cash The ratio of total renewed square feet to the total square feet expiring and available for lease, NOI* excluding the square feet for tenant leases terminated for default or buy-out prior to the expiration NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and of the lease. services, and income from direct financing leases), less property level operating expenses (which REVPOR SHOP* exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non- The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired insurance claims that have been incurred but not reported, and the impact of deferred community or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant period, fee income and expense. assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations. Occupancy REVPOR Triple-net For life science facilities and medical office buildings, Occupancy represents the percentage of total rentable square feet leased where rental payments have commenced, including month-to- The 3-month average facility revenue per occupied unit, one quarter in arrears from the period month leases, as of the end of the period reported. For senior housing triple-net facilities, post- presented. Facility revenue consists primarily of resident rents generated at triple-net communities, acute/skilled facilities and hospitals, Occupancy represents the facilities’ average operating which are not included in our financial results. Facility revenues are derived solely from information Occupancy for the trailing three-month period ended one quarter in arrears from the date reported. provided by operators/tenants without independent verification by us. REVPOR Triple-net excludes For SHOP properties, Occupancy represents the facilities’ average operating Occupancy for the vacant facilities, newly completed assets under lease-up, assets sold, acquired or transitioned to most recent calendar quarter (year-to-date for year-to-date SPP) available weighted to reflect HCP’s a new operating structure (such as triple-net to SHOP) during the relevant period. share. The percentages are calculated based on units for senior housing facilities and available RIDEA beds for post-acute/skilled facilities and hospitals. The percentages shown exclude newly completed facilities under lease-up, facilities acquired or transitioned to new operators during the A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its relevant period, vacant facilities and facilities for which data is not available or meaningful. All parent REIT and hire an independent contractor to operate the facility. facility financial performance data was derived solely from information provided by operators/ Same Property Portfolio (“SPP”)* tenants and borrowers without independent verification by us. SPP NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property Penetration Rate portfolio under a consistent population by eliminating changes in the composition of our Reflects the number of available senior housing units as a percentage of total population age 80 consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating and older. This measurement is an indicator of market demand for new development and expansion expenses that are allocated to each operating segment on a consolidated basis. Properties are projects. included in SPP once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically Pooled Leases when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the Two or more leases to the same operator/tenant or their subsidiaries under which their obligations acquisition date. Newly completed developments and redevelopments are considered stabilized are combined by virtue of cross default protection, a pooling agreement or multiple pooling at the earlier of lease-up or 24 months from the date the property is placed in service. Properties agreements, or cross-guaranties. that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a Portfolio Income* consistent reporting structure. A property is removed from SPP when it is classified as held for Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs. sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP). 47


 
Glossary 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. Square Feet (Sq. Ft.) The square footage for properties, excluding square footage for development or redevelopment properties prior to completion. Stabilized / Stabilization Newly acquired operating assets are generally considered Stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. Total Market Equity The total number of outstanding shares of our common stock multiplied by the closing price per share of our common stock on the New York Stock Exchange as of period end, plus the total number of convertible partnership units multiplied by the closing price per share of our common stock on the New York Stock Exchange as of period end (adjusted for stock splits). Units/Square Feet/Beds Senior housing facilities are measured in available units (e.g., studio, one or two bedroom units). Life science facilities and medical office buildings are measured in square feet. Post-acute/skilled facilities and hospitals are measured in available beds. * Non-GAAP Supplemental Measures Reconciliations, definitions and important discussions regarding the usefulness and limitations of the Non-GAAP Financial Measures used in this report can be found at http://ir.hcpi.com/financial-reconciliation. 48


 
Adjusted EBITDAre and Adjusted Debt Ratios Fixed Charge Coverage Dollars in thousands NET INCOME TO ADJUSTED EBITDAre Three Months Ended March 31, 2019 Net income (loss) $ 64,990 Interest expense 49,327 Income tax expense (benefit) (3,458) Depreciation and amortization 131,951 Other depreciation and amortization 2,797 Loss (gain) on sales of real estate, net (8,044) Impairments (recoveries) of depreciable real estate, net 8,858 HCP’s share of unconsolidated JV: Interest expense 4,250 Income tax expense (benefit) 145 Depreciation and amortization 15,077 Other JV adjustments (427) EBITDAre $ 265,466 Transaction-related items 5,889 Litigation costs (recoveries) 128 Amortization of deferred compensation 3,590 Foreign currency remeasurement losses (gains) (28) CCRC entrance fees 3,496 Adjusted EBITDAre $ 278,541 ADJUSTED FIXED CHARGE COVERAGE Interest expense 49,327 Capitalized interest 8,369 HCP’s share of unconsolidated JV interest expense and capitalized interest 4,313 Fixed Charges $ 62,009 Adjusted Fixed Charge Coverage 4.5x 49


 
Debt Ratios As of and for the quarter ended March 31, 2019, dollars in thousands ENTERPRISE DEBT AND NET DEBT March 31, 2019 Bank line of credit(1) $ 276,500 Term loans — Senior unsecured notes 5,260,622 Mortgage debt 137,525 Other debt 89,223 Consolidated Debt $ 5,763,870 HCP's share of unconsolidated JV mortgage debt 333,836 HCP's share of unconsolidated JV other debt 170,715 Enterprise Debt $ 6,268,421 Cash and cash equivalents (120,117) HCP's share of unconsolidated JV cash and cash equivalents (26,473) Net Debt $ 6,121,831 FINANCIAL LEVERAGE March 31, 2019 Enterprise Debt $ 6,268,421 Enterprise Gross Assets 16,943,422 Financial Leverage 37.0% SECURED DEBT RATIO March 31, 2019 Mortgage debt $ 137,525 (1) Includes £55 million translated into USD. HCP's share of unconsolidated JV mortgage debt 333,836 (2) Represents the current quarter Adjusted EBITDAre multiplied Enterprise Secured Debt $ 471,361 by a factor of four. Enterprise Gross Assets 16,943,422 Secured Debt Ratio 2.8% NET DEBT TO ADJUSTED EBITDAre Three Months Ended March 31, 2019 Net Debt $ 6,121,831 Adjusted EBITDAre 1,114,164 (2) Net Debt to Adjusted EBITDAre 5.5x 50


 
COMPANY Information BOARD OF DIRECTORS BRIAN G. CARTWRIGHT LYDIA H. KENNARD Chairman of the Board, HCP, Inc. President and Chief Executive Officer, Former General Counsel KDG Construction Consulting U.S. Securities and Exchange Commission KATHERINE M. SANDSTROM THOMAS M. HERZOG Advisor, President and Chief Executive Officer, HCP, Inc. Heitman, LLC CHRISTINE N. GARVEY Former Global Head of Corporate Real Estate Services, Deutsche Bank AG R. KENT GRIFFIN, JR. Former President and Chief Operating Officer, BioMed Realty Trust, Inc. DAVID B. HENRY Former Vice Chairman and Chief Executive Officer, Kimco Realty Corporation EXECUTIVE MANAGEMENT THOMAS M. HERZOG SHAWN G. JOHNSTON President and Chief Executive Officer Executive Vice President Chief Accounting Officer SCOTT M. BRINKER Executive Vice President GLENN T. PRESTON Chief Investment Officer Executive Vice President Medical Office Properties THOMAS M. KLARITCH Executive Vice President Chief Operating Officer Chief Development Officer TROY E. MCHENRY Executive Vice President General Counsel and Corporate Secretary PETER A. SCOTT Executive Vice President Chief Financial Officer 51


 
Sky Ridge III Forward-Looking Statements Lone Tree, CO & Risk Factors Statements contained in this supplemental report which 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 current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions, capital recycling plans, financing activities, or other transactions, including with respect to timing, outcomes, yields, and other details; (ii) future new supply and demographics; and (iii) the Company’s 2019 guidance and assumptions with respect thereto. 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 supplemental report, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: the Company’s reliance on a concentration of a small number of tenants and operators for a significant percentage of its revenues and net operating income; the financial condition of the Company’s existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding the Company’s ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; the ability of the Company’s existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to the Company and the Company’s ability to recover investments made, if applicable, in their operations; the Company’s concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes its profitability more vulnerable to a downturn in a specific sector than if the Company were investing in multiple industries; operational risks associated with third party management contracts, including the additional regulation and liabilities of RIDEA lease structures; the effect on the Company and its tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; the Company’s ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses; the risks associated with the Company’s investments in joint ventures and unconsolidated entities, Continued 52


 
East Mesa Forward-Looking Statements Mesa, AZ & Risk Factors (continued) including its lack of sole decision making authority and its reliance on its partners’ financial condition and continued cooperation; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; the Company’s ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on the Company and its tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect the Company’s costs of compliance or increase the costs, or otherwise affect the operations, of its tenants and operators; the Company’s ability to foreclose on collateral securing its real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in the Company’s credit ratings, and the value of its common stock, and other conditions that may adversely impact the Company’s ability to fund its obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including currency exchange rates; the Company’s ability to manage its indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the Company’s reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the Company’s ability to maintain its qualification as a real estate investment trust; and other risks and uncertainties described from time to time in the Company’s Securities and Exchange Commission (SEC) filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made. The information in this supplemental report should be read in conjunction with the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K and other information filed with the SEC. The Reporting Definitions (and Reconciliations of Non-GAAP Financial Measures) are an integral part of the information presented herein. You can access these documents on the Company’s website, www.hcpi.com, free of charge, as well as amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on the Company’s website is not incorporated by reference into, and should not be considered a part of, this supplemental report. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov. This supplemental report also includes market and industry data that the Company has obtained from market research, publicly available information and industry publications. The accuracy and completeness of such information are not guaranteed. The market and industry data is often based on industry surveys and preparers’ experience in the industry. Similarly, although the Company believes that the surveys and market research that others have performed are reliable, it has not independently verified this information. For more information, contact Andrew Johns, Vice President - Investor Relations, at (949) 407-0400. 53


 
CORPORATE HEADQUARTERS SAN FRANCISCO OFFICE NASHVILLE OFFICE 1920 MAIN STREET, SUITE 1200 950 TOWER LANE, SUITE 1650 3000 MERIDIAN BOULEVARD, SUITE 200 IRVINE, CA 92614 FOSTER CITY, CA 94404 FRANKLIN, TN 37067 (949) 407-0700 54


 





Exhibit 99.3
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Discussion and

Reconciliation of Non-

GAAP Financial Measures
 
March 31, 2019
 
 
 
 
 
(Unaudited)



Definitions

Adjusted 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 Adjusted EBITDAre and Fixed Charges.
Cash Operating Expenses Cash Operating Expenses represents property level operating expenses (which exclude transition costs) after eliminating 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.
Cash Real Estate Revenues Cash Real Estate Revenues represents rental and related revenues, resident fees and services and income from DFLs after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees and the impact of deferred community fee income.
Consolidated Debt The carrying amount of bank line of credit and term loans, senior unsecured notes, mortgage debt and other 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.
Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.
Direct Financing Lease ("DFL") Lease for which future minimum lease payments are recorded as a receivable and the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield.
EBITDAre and 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 impairments (recoveries) related to non-depreciable assets, transaction-related items, prepayment costs (benefits) associated with early retirement or payment of debt, severance and related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock compensation expense and foreign currency remeasurement losses (gains), and is adjusted to include our share of CCRC non-refundable entrance fees received. EBITDAre and 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 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 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.
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 Fee Certain of our 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 and NAREIT FFO, 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. For Cash NOI and FAD, the non-refundable entrance fees ("NREFs") are recognized upon receipt, net of a reserve for statutory refunds due to early terminations. The refundable portion of a resident’s entrance fee is generally refundable within a certain number

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Definitions

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 Available for Distribution (“FAD”) FAD is defined as FFO as adjusted after excluding the impact of the following: (i) amortization of deferred compensation expense, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of acquired market lease intangibles, net, (vi) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (vii) actuarial reserves for insurance claims that have been incurred but not reported, and (viii) 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, FAD: (i) is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements, and (ii) includes lease restructure payments and adjustments to compute our share of FAD from our unconsolidated joint ventures and those related to CCRC non-refundable entrance fees. Certain prior period amounts in the “Non-GAAP Financial Measures Reconciliation” below for FAD have been reclassified to conform to the current period presentation. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements ("FAD capital expenditures") excludes our share from unconsolidated joint ventures (reported in “other FAD adjustments”). 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 FAD 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 FAD to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other FAD adjustments”). See FFO for further disclosure regarding our use of pro-rata share information and its limitations. Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD computation may not be comparable to that of other REITs, management believes FAD 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. We believe FAD is an alternative run-rate earnings 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. FAD does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, (iv) severance-related expenses and (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our FAD adjustment to exclude non-cash interest and depreciation related to our investments in direct financing leases). Furthermore, FAD is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. FAD is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP.
Funds From Operations (“FFO”) FFO encompasses NAREIT FFO and FFO as adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share 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 FFO was designed by the REIT industry to address this issue.
NAREIT FFO. 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 and other real estate-related depreciation and amortization, and adjustments to compute our share of NAREIT FFO and FFO as adjusted (see below) 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

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Definitions

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.
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.
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-related items, impairments (recoveries) of non-depreciable assets, losses (gains) from the sale of non-depreciable assets, severance and related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains) and changes in tax legislation (“FFO as adjusted”). Transaction-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. 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.
HCP's Share of Unconsolidated Joint Ventures ("JVs") HCP’s pro rata share information is prepared on a basis consistent with the comparable consolidated amounts 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.
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 DFLs and 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, less the value attributable to refundable Entrance Fee liabilities. Investment and Portfolio Investment exclude land held for development.
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents 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.
Net Operating Income from Continuing Operations (“NOI”) and Cash NOI NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases), less property level operating expenses (which exclude transition costs); NOI excludes all other financial

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statement amounts included in net income (loss). Management believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unlevered basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, 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 oftentimes referred to as “Cash NOI.” NOI and Adjusted NOI exclude our share of income (loss) generated by unconsolidated joint ventures, which is recognized in equity income (loss) from unconsolidated joint ventures in the consolidated statements of operations. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our same property portfolio (“SPP”), as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and 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 NOI and Adjusted NOI.
Operating expenses generally relate to leased medical office and life science properties and SHOP facilities. We generally recover all or a portion of our leased medical office and life science property expenses through tenant recoveries. We present expenses as operating or general and administrative based on the underlying nature of the expense.
Portfolio Income Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs.
Real Estate Revenues Includes rental related revenues, tenant recoveries, resident fees and services and income from DFLs.
Revenue Per Occupied Room ("REVPOR") SHOP The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant period, assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations. REVPOR SHOP is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our SHOP 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 SHOP 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.
Same Property Portfolio SPP NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.
Properties are included in SPP once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from SPP when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP).
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.
Segments Our portfolio is comprised of investments in the following healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) life science (iv) medical office and (v) other non-reportable segments (“Other”).

 

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5

Reconciliations
In thousands, except for per share data

Funds From Operations
 
Three Months Ended
March 31,
 
2019
 
2018
Net income (loss) applicable to common shares
$
61,029

 
$
39,841

Real estate related depreciation and amortization
131,951

 
143,250

Real estate related depreciation and amortization on unconsolidated joint ventures
15,077

 
17,388

Real estate related depreciation and amortization on noncontrolling interests and other
(4,920
)
 
(2,543
)
Other real estate-related depreciation and amortization
2,085

 
1,296

Loss (gain) on sales of real estate, net
(8,044
)
 
(20,815
)
Loss (gain) upon consolidation of real estate, net(1)

 
41,017

Impairments (recoveries) of depreciable real estate, net
8,858

 

NAREIT FFO applicable to common shares
206,036

 
219,434

Distributions on dilutive convertible units and other
1,795

 

Diluted NAREIT FFO applicable to common shares
$
207,831

 
$
219,434

 
 
 
 
Weighted average shares outstanding - diluted NAREIT FFO
483,671

 
469,695

 
 
 
 
Impact of adjustments to NAREIT FFO:
 
 
 
Transaction-related items
$
5,889

 
$
1,942

Other impairments (recoveries) and losses (gains), net(2)

 
(3,298
)
Severance and related charges(3)

 
8,738

Litigation costs (recoveries)
128

 
406

Foreign currency remeasurement losses (gains)
(28
)
 
130

Total adjustments
5,989

 
7,918

FFO as adjusted applicable to common shares
212,025

 
227,352

Distributions on dilutive convertible units and other
1,780

 
1,711

Diluted FFO as adjusted applicable to common shares
$
213,805

 
$
229,063

 
 
 
 
Weighted average shares outstanding - diluted FFO as adjusted
483,671

 
474,363

 
 
 
 
Diluted earnings per common share
$
0.13

 
$
0.08

Depreciation and amortization
0.30

 
0.34

Loss (gain) on sales of real estate, net
(0.02
)
 
(0.04
)
Loss (gain) upon consolidation of real estate, net(1)

 
0.09

Impairments (recoveries) of depreciable real estate, net
0.02

 

Diluted NAREIT FFO per common share
$
0.43

 
$
0.47

Transaction-related items
0.01

 

Other impairments (recoveries) and losses (gains), net(2)

 
(0.01
)
Severance and related charges(3)

 
0.02

Diluted FFO as adjusted per common share
$
0.44

 
$
0.48


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6

Reconciliations
In thousands



Funds Available for Distribution
 
Three Months Ended
March 31,
 
2019
 
2018
FFO as adjusted applicable to common shares
$
212,025

 
$
227,352

Amortization of deferred compensation(4)
3,590

 
3,420

Amortization of deferred financing costs
2,699

 
3,336

Straight-line rents
(6,246
)
 
(10,686
)
FAD capital expenditures
(19,220
)
 
(19,118
)
Lease restructure payments
288

 
299

CCRC entrance fees(5)
3,496

 
3,027

Deferred income taxes
(3,732
)
 
(2,140
)
Other FAD adjustments(6)
(1,429
)
 
(3,754
)
FAD applicable to common shares
191,471

 
201,736

Distributions on dilutive convertible units and other
1,794

 

Diluted FAD applicable to common shares
$
193,265

 
$
201,736

 
 
 
 
Weighted average shares outstanding - diluted FAD
483,671

 
469,695

______________________________________
(1)
For the three months ended March 31, 2018, represents the loss on consolidation of seven U.K. care homes.
(2)
For the three months ended March 31, 2018, represents the impairment recovery of our Tandem Health Care mezzanine loan.
(3)
For the three months ended March 31, 2018, primarily relates to the departure of our former Executive Chairman, which consisted of $6 million of cash severance and $3 million of equity award vestings.
(4)
Excludes amounts related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of certain former employees, which have already been excluded from FFO as adjusted in severance and related charges.
(5)
Represents our 49% share of non-refundable entrance fees, as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization.
(6)
Primarily includes our share of FAD capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of FAD capital expenditures from consolidated joint ventures.




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7

Reconciliations
In thousands



HCP's Share of Unconsolidated Joint Venture NAREIT FFO, FFO as Adjusted and FAD

 
 
Three Months Ended March 31, 2019
 
 
Total
 
CCRC JV
 
Other SHOP JVs
 
U.K. JV
 
Medical Office
 
Remaining
Equity income (loss) from unconsolidated joint ventures
 
$
(863
)
 
$
(2,096
)
 
$
(489
)
 
$
1,295

 
$
208

 
$
219

Real estate related depreciation and amortization
 
15,077

 
11,806

 
1,263

 
1,756

 
196

 
56

NAREIT FFO
 
$
14,214

 
$
9,710

 
$
774

 
$
3,051

 
$
404

 
$
275

Transaction-related items
 
151

 
151

 

 

 

 

FFO as adjusted
 
$
14,365

 
$
9,861

 
$
774

 
$
3,051

 
$
404

 
$
275

FAD adjustments
 
1,938

 
2,159

 
(20
)
 
(185
)
 
(18
)
 
2

FAD
 
$
16,303

 
$
12,020

 
$
754

 
$
2,866

 
$
386

 
$
277





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8

Reconciliations
In thousands, except for per share data

Projected Future Operations(1)
 
Full Year 2019
 
Low
 
High
Diluted earnings per common share
$
0.45

 
$
0.51

Real estate related depreciation and amortization
1.14

 
1.14

Real estate related depreciation and amortization on unconsolidated joint ventures
0.11

 
0.11

Real estate related depreciation and amortization on noncontrolling interests and other
(0.04
)
 
(0.04
)
Other real estate-related depreciation and amortization
0.01

 
0.01

Loss (gain) on sales of real estate, net
(0.02
)
 
(0.02
)
Impairments (recoveries) of depreciable real estate, net
0.02

 
0.02

Diluted NAREIT FFO per common share
$
1.67

 
$
1.73

Transaction-related items
0.02

 
0.02

Litigation costs (recoveries)
0.01

 
0.01

Diluted FFO as adjusted per common share
$
1.70

 
$
1.76

 ______________________________________
(1)
The foregoing projections reflect management’s view as of May 1, 2019 of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release for the quarter ended March 31, 2019 that was issued on May 1, 2019. However, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of May 1, 2019. 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.

HCP's Share of Unconsolidated Joint Venture NAREIT FFO and Cash NOI
 
 
Full Year 2019
 
 
Low
 
High
Equity income (loss) from unconsolidated joint ventures
 
$
(9,000
)
 
$
(2,000
)
Real estate related depreciation and amortization
 
57,000

 
58,000

NAREIT FFO
 
$
48,000

 
$
56,000

Adjustments to NAREIT FFO(1)
 
13,000

 
13,000

Total NOI
 
$
61,000

 
$
69,000

Non-cash adjustments to NOI(2)
 
14,000

 
14,000

Total Cash NOI
 
$
75,000

 
$
83,000

 ______________________________________
(1)
Includes interest and general and administrative expenses.
(2)
Includes our 49% share of non-refundable Entrance Fees as the fees are collected by our CCRC JV, net of reserves and CCRC JV Entrance Fee amortization.


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9

Reconciliations
In millions


Projected SPP Cash NOI(1)(2)
 
For the projected full year 2019 (low)
 
For the projected full year 2019 (high)
 
For the year ended December 31, 2018
Cash NOI
$
1,084

 
$
1,102

 
$
1,119

Interest income
10

 
10

 
10

Cash NOI plus interest income
1,093

 
1,112

 
1,130

Interest income
(10
)
 
(10
)
 
(10
)
Non-cash adjustments to cash NOI(3)
13

 
13

 
12

NOI
1,096

 
1,115

 
1,131

Non-SPP NOI
(257
)
 
(263
)
 
(300
)
SPP NOI
839

 
852

 
831

Non-cash adjustments to SPP NOI(3)
(7
)
 
(7
)
 
(8
)
SPP cash NOI
$
833

 
$
845

 
$
823

Addback adjustments(4)
263

 
269

 
309

Other income and expenses(5)
28

 
32

 
965

Costs and expenses(6)
(879
)
 
(876
)
 
(967
)
Other impairments (recoveries), net
(9
)
 
(9
)
 
(55
)
Net income (loss)
$
236

 
$
262

 
$
1,073

 
 
 
 
 
 
Projected SPP Cash NOI change for full year 2019
1.25%

 
2.75%

 
 
 ______________________________________
(1)
The foregoing projections reflect management’s view as of May 1, 2019 of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release for the quarter ended March 31, 2019 that was issued on May 1, 2019. However, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of May 1, 2019. 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.
(2)
Does not foot due to rounding and adjustments made to SPP high and low ranges reported by segment.
(3)
Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, the deferral of community fees, net of amortization, management contract termination expense, actuarial reserves for insurance claims that have been incurred but not reported and lease termination fees.
(4)
Represents non-SPP NOI and non-cash adjustments to SPP NOI.
(5)
Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net, income taxes benefit (expense) and equity income (loss) from unconsolidated joint ventures.
(6)
Represents interest expense, depreciation and amortization, general and administrative, transaction costs and loss on debt extinguishments.


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10

Reconciliations
In thousands


Enterprise Gross Assets and Portfolio Investment
 
March 31, 2019
 
Senior Housing Triple-net
 
SHOP
 
Life Science
 
Medical Office
 
Other
 
Corporate Non-segment
 
Total
Consolidated total assets
$
2,010,608

 
$
2,256,491

 
$
3,977,389

 
$
3,659,325

 
$
875,908

 
$
119,780

 
$
12,899,501

Investments in and advances to unconsolidated JVs

 

 

 

 
(531,966
)
 

 
(531,966
)
Accumulated depreciation and amortization
618,026

 
465,247

 
730,916

 
1,232,641

 
99,017

 

 
3,145,847

Consolidated Gross Assets
$
2,628,634

 
$
2,721,738

 
$
4,708,305

 
$
4,891,966

 
$
442,959

 
$
119,780

 
$
15,513,382

HCP's share of unconsolidated JV gross assets

 

 

 

 
1,430,040

 

 
1,430,040

Enterprise Gross Assets
$
2,628,634

 
$
2,721,738

 
$
4,708,305

 
$
4,891,966

 
$
1,872,999

 
$
119,780

 
$
16,943,422

Land held for development

 

 
(98,451
)
 
(974
)
 

 

 
(99,425
)
Fully depreciated real estate and intangibles
100,734

 
77,741

 
309,466

 
406,365

 
9,579

 

 
903,885

Non-real estate related assets(1)
(147,309
)
 
(144,488
)
 
(193,896
)
 
(308,116
)
 
(281,837
)
 
(119,780
)
 
(1,195,426
)
Real estate intangible liabilities
(37,081
)
 
(8,599
)
 
(64,100
)
 
(91,295
)
 
(4,871
)
 

 
(205,946
)
Portfolio Investment
$
2,544,978

 
$
2,646,392

 
$
4,661,324

 
$
4,897,946

 
$
1,595,870

 
$

 
$
16,346,510

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment by Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
Wholly-owned
$
2,544,978

 
$
2,646,392

 
$
4,661,324

 
$
4,897,946

 
$
426,975

 
$

 
$
15,177,615

HCP's share of unconsolidated JVs

 

 

 

 
1,168,895

 

 
1,168,895

Portfolio Investment
$
2,544,978

 
$
2,646,392

 
$
4,661,324

 
$
4,897,946

 
$
1,595,870

 
$

 
$
16,346,510

______________________________________
(1)
Includes straight-line rent payables and receivables, net of reserves; lease commissions - 2nd generation, net of amortization; cash and restricted cash; HCP's share of the value attributable to refundable Entrance Fee liabilities for the CCRC JV; operating lease right-of-use assets; and other assets.

 





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11

Reconciliations
In thousands


Real Estate Revenue
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Senior housing triple-net
$
74,289

 
$
70,713

 
$
67,487

 
$
63,602

 
$
58,892

SHOP
144,670

 
138,352

 
137,044

 
127,909

 
126,181

Life science
99,622

 
101,031

 
98,040

 
96,371

 
94,473

Medical office(1)
133,220

 
134,574

 
139,566

 
140,015

 
142,195

Other(1)
21,031

 
23,434

 
12,650

 
12,664

 
12,700

Real Estate Revenue
$
472,832

 
$
468,104

 
$
454,787

 
$
440,561

 
$
434,441

Senior housing triple-net
(1,878
)
 
993

 
569

 
2,436

 
435

SHOP
(2,352
)
 
(1,652
)
 
771

 
41

 
968

Life science
(3,770
)
 
(2,251
)
 
(1,453
)
 
(2,178
)
 
(2,491
)
Medical office(1)
(2,850
)
 
(2,540
)
 
(2,181
)
 
(2,506
)
 
(2,710
)
Other(1)
(531
)
 
(480
)
 
188

 
194

 
194

Non-cash adjustments to Real Estate Revenues
$
(11,381
)
 
$
(5,930
)
 
$
(2,106
)
 
$
(2,013
)
 
$
(3,604
)
Senior housing triple-net
72,411

 
71,706

 
68,056

 
66,038

 
59,328

SHOP
142,318

 
136,700

 
137,815

 
127,950

 
127,149

Life science
95,852

 
98,780

 
96,587

 
94,193

 
91,982

Medical office(1)
130,370

 
132,034

 
137,385

 
137,509

 
139,485

Other(1)
20,500

 
22,954

 
12,838

 
12,858

 
12,895

Cash Real Estate Revenues
$
461,451

 
$
462,174

 
$
452,681

 
$
438,548

 
$
430,839

Senior housing triple-net
(19,498
)
 
(15,932
)
 
(12,348
)
 
(7,573
)
 
(5,132
)
SHOP
(72,131
)
 
(66,574
)
 
(68,281
)
 
(58,935
)
 
(56,605
)
Life science
(27,564
)
 
(28,962
)
 
(24,115
)
 
(21,531
)
 
(19,101
)
Medical office(1)
(14,122
)
 
(14,253
)
 
(17,136
)
 
(19,459
)
 
(19,374
)
Other(1)
(7,918
)
 
(10,274
)
 

 

 

Non-SPP total Cash Real Estate Revenues
$
(141,233
)
 
$
(135,995
)
 
$
(121,880
)
 
$
(107,498
)
 
$
(100,212
)
Senior housing triple-net
52,913

 
55,774

 
55,708

 
58,465

 
54,196

SHOP
70,187

 
70,126

 
69,534

 
69,015

 
70,544

Life science
68,288

 
69,818

 
72,472

 
72,662

 
72,881

Medical office(1)
116,248

 
117,781

 
120,249

 
118,050

 
120,111

Other(1)
12,582

 
12,680

 
12,838

 
12,858

 
12,895

Cash Real Estate Revenues - SPP
$
320,218

 
$
326,179

 
$
330,801

 
$
331,050

 
$
330,627

_______________________________________
(1)
During the first quarter of 2019, two facilities were reclassified from other non-reportable segments to the medical office segment. Accordingly, all prior period segment information has been recast to conform to the current period presentation.



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12

Reconciliations
In thousands


Operating Expenses
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Senior housing triple-net
$
1,045

 
$
791

 
$
840

 
$
941

 
$
993

SHOP
101,746

 
101,767

 
106,182

 
104,617

 
96,948

Life science
21,809

 
22,732

 
23,668

 
23,534

 
21,992

Medical office(1)
47,878

 
48,528

 
50,478

 
48,219

 
48,987

Other(1)
74

 
48

 
40

 
102

 
7

Operating expenses
$
172,552

 
$
173,866

 
$
181,208

 
$
177,413

 
$
168,927

Senior housing triple-net
(13
)
 
(13
)
 
35

 
(14
)
 
(129
)
SHOP
(745
)
 
(1,528
)
 
(606
)
 
(3,189
)
 
(184
)
Life science
(19
)
 
(17
)
 
(13
)
 
(13
)
 
(13
)
Medical office(1)
(918
)
 
(708
)
 
(817
)
 
(945
)
 
(939
)
Other(1)

 

 

 

 
1

Non-cash adjustments to operating expenses
$
(1,695
)
 
$
(2,266
)
 
$
(1,401
)
 
$
(4,161
)
 
$
(1,264
)
Senior housing triple-net
1,032

 
778

 
875

 
927

 
864

SHOP
101,001

 
100,239

 
105,576

 
101,428

 
96,764

Life science
21,790

 
22,715

 
23,655

 
23,521

 
21,979

Medical office(1)
46,960

 
47,820

 
49,661

 
47,274

 
48,048

Other(1)
74

 
48

 
40

 
102

 
8

Cash Operating Expenses
$
170,857

 
$
171,600

 
$
179,807

 
$
173,252

 
$
167,663

Senior housing triple-net
(954
)
 
(718
)
 
(810
)
 
(839
)
 
(790
)
SHOP
(54,251
)
 
(52,308
)
 
(57,423
)
 
(52,044
)
 
(47,863
)
Life science
(6,464
)
 
(6,337
)
 
(6,107
)
 
(6,134
)
 
(5,527
)
Medical office(1)
(7,278
)
 
(7,279
)
 
(7,615
)
 
(7,748
)
 
(7,736
)
Other(1)
(80
)
 
(31
)
 
(32
)
 
(76
)
 
(1
)
Non-SPP operating expenses
$
(69,027
)
 
$
(66,673
)
 
$
(71,987
)
 
$
(66,841
)
 
$
(61,917
)
Senior housing triple-net
78

 
60

 
65

 
88

 
74

SHOP
46,750

 
47,931

 
48,153

 
49,384

 
48,901

Life science
15,326

 
16,378

 
17,548

 
17,387

 
16,452

Medical office(1)
39,682

 
40,541

 
42,046

 
39,526

 
40,312

Other(1)
(6
)
 
17

 
8

 
26

 
7

Cash Operating Expenses - SPP
$
101,830

 
$
104,927

 
$
107,820

 
$
106,411

 
$
105,746

_______________________________________
(1)
During the first quarter of 2019, two facilities were reclassified from other non-reportable segments to the medical office segment. Accordingly, all prior period segment information has been recast to conform to the current period presentation.




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13

Reconciliations
In thousands


EBITDAre and Adjusted EBITDAre
 
Three Months Ended
March 31, 2019
Net income (loss)
$
64,990

Interest expense
49,327

Income tax expense (benefit)
(3,458
)
Depreciation and amortization
131,951

Other depreciation and amortization
2,797

Loss (gain) on sales of real estate, net
(8,044
)
Impairments (recoveries) of depreciable real estate, net
8,858

HCP’s share of unconsolidated JV:


  Interest expense
4,250

  Income tax expense (benefit)
145

  Depreciation and amortization
15,077

  Other JV adjustments
(427
)
EBITDAre
$
265,466

 


Transaction-related items
5,889

Litigation costs (recoveries)
128

Amortization of deferred compensation
3,590

Foreign currency remeasurement losses (gains)
(28
)
CCRC entrance fees
3,496

Adjusted EBITDAre
$
278,541




Adjusted Fixed Charge Coverage
 
Three Months Ended
March 31, 2019
Interest expense
$
49,327

Capitalized interest
8,369

HCP’s share of unconsolidated JV interest expense and capitalized interest
4,313

Fixed Charges
$
62,009

 
 
Adjusted Fixed Charge Coverage
  4.5x



logoa08.gif
14

Reconciliations
In thousands


Enterprise Debt and Net Debt
 
March 31, 2019
Bank line of credit(1)
$
276,500

Term loans

Senior unsecured notes
5,260,622

Mortgage debt
137,525

Other debt
89,223

Consolidated Debt
$
5,763,870

HCP's share of unconsolidated JV mortgage debt
333,836

HCP's share of unconsolidated JV other debt
170,715

Enterprise Debt
$
6,268,421

Cash and cash equivalents
(120,117
)
HCP's share of unconsolidated JV cash and cash equivalents
(26,473
)
Net Debt
$
6,121,831

Financial Leverage
 
March 31, 2019
Enterprise Debt
$
6,268,421

Enterprise Gross Assets
16,943,422

Financial Leverage
37.0%

Secured Debt Ratio
 
March 31, 2019
Mortgage debt
$
137,525

HCP's share of unconsolidated JV mortgage debt
333,836

Enterprise Secured Debt
$
471,361

Enterprise Gross Assets
16,943,422

Secured Debt Ratio
2.8%

Net Debt to Adjusted EBITDAre
 
Three Months Ended
March 31, 2019
Net Debt
$
6,121,831

 
Adjusted EBITDAre
1,114,164

(2) 
Net Debt to Adjusted EBITDAre
  5.5x

 
  ______________________________________
(1)
Includes £55 million translated into USD.
(2)
Represents the current quarter Adjusted EBITDAre multiplied by a factor of four.



logoa08.gif
15

Reconciliations
In thousands


Segment Cash NOI, Portfolio Income and SPP
Total Consolidated
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
43,237

 
$
92,928

 
$
102,926

 
$
834,383

 
$
64,990

Interest income
(6,365
)
 
(1,447
)
 
(1,236
)
 
(1,358
)
 
(1,713
)
Interest expense
75,102

 
73,038

 
63,486

 
54,717

 
49,327

Depreciation and amortization
143,250

 
143,292

 
132,198

 
130,759

 
131,951

General and administrative
29,175

 
22,514

 
23,503

 
21,510

 
21,355

Transaction costs
2,195

 
2,404

 
4,489

 
1,684

 
4,518

Loss (gain) on sales of real estate, net
(20,815
)
 
(46,064
)
 
(95,332
)
 
(763,774
)
 
(8,044
)
Impairments (recoveries), net

 
13,912

 
5,268

 
36,080

 
8,858

Other expense (income), net
40,407

 
(1,786
)
 
(1,604
)
 
(50,333
)
 
(3,133
)
Loss on debt extinguishments

 

 
43,899

 
263

 

Income tax expense (benefit)
(5,336
)
 
(4,654
)
 
(4,929
)
 
(2,935
)
 
(3,458
)
Equity loss (income) from unconsolidated JVs
(570
)
 
101

 
911

 
2,152

 
863

NOI
$
300,280

 
$
294,238

 
$
273,579

 
$
263,148

 
$
265,514

Adjustment to NOI
(9,686
)
 
(3,662
)
 
(703
)
 
2,148

 
(2,338
)
Cash NOI
$
290,594

 
$
290,576

 
$
272,876

 
$
265,296

 
$
263,176

Interest income
6,365

 
1,447

 
1,236

 
1,358

 
1,713

HCP's share of unconsolidated JVs
21,737

 
19,867

 
23,302

 
21,466

 
21,400

Portfolio Income
$
318,696

 
$
311,890

 
$
297,414

 
$
288,120

 
$
286,289

Interest income
(6,365
)
 
(1,447
)
 
(1,236
)
 
(1,358
)
 
(1,713
)
HCP's share of unconsolidated JVs
(21,737
)
 
(19,867
)
 
(23,302
)
 
(21,466
)
 
(21,400
)
Adjustment to NOI
9,686

 
3,662

 
703

 
(2,148
)
 
2,338

Non-SPP NOI
(77,085
)
 
(71,820
)
 
(49,957
)
 
(39,511
)
 
(37,452
)
SPP NOI
$
223,195

 
$
222,418

 
$
223,622

 
$
223,637

 
$
228,062

Non-cash adjustment to SPP NOI
(4,807
)
 
(1,166
)
 
(641
)
 
1,002

 
(3,180
)
SPP cash NOI
$
218,388

 
$
221,252

 
$
222,981

 
$
224,639

 
$
224,882




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16

Reconciliations
In thousands


Senior Housing Triple-Net
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
50,738

 
$
18,752

 
$
47,627

 
$
67,827

 
$
44,184

Interest expense
600

 
607

 
599

 
598

 
589

Depreciation and amortization
21,906

 
21,251

 
18,884

 
17,564

 
16,683

Impairments (recoveries), net

 
6,273

 

 

 

Loss (gain) on sales of real estate, net

 
23,039

 
(463
)
 
(23,328
)
 
(3,557
)
NOI
$
73,244

 
$
69,922

 
$
66,647

 
$
62,661

 
$
57,899

Adjustment to NOI
(1,865
)
 
1,006

 
534

 
2,450

 
564

Cash NOI
$
71,379

 
$
70,928

 
$
67,181

 
$
65,111

 
$
58,463

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
71,379

 
$
70,928

 
$
67,181

 
$
65,111

 
$
58,463

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
1,865

 
(1,006
)
 
(534
)
 
(2,450
)
 
(564
)
Non-SPP NOI
(17,776
)
 
(14,470
)
 
(10,886
)
 
(5,577
)
 
(1,938
)
SPP NOI
$
55,468

 
$
55,452

 
$
55,761

 
$
57,084

 
$
55,961

Non-cash adjustment to SPP NOI
(2,633
)
 
262

 
(118
)
 
1,293

 
(1,839
)
SPP cash NOI
$
52,835

 
$
55,714

 
$
55,643

 
$
58,377

 
$
54,122


SHOP
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
35,123

 
$
55,845

 
$
9,903

 
$
(19,145
)
 
$
8,971

Interest expense
988

 
990

 
688

 
659

 
663

Depreciation and amortization
27,628

 
28,002

 
25,166

 
23,609

 
24,086

Impairments (recoveries), net

 

 
5,268

 
32,802

 

Loss (gain) on sales of real estate, net
(20,815
)
 
(48,252
)
 
(10,163
)
 
(14,633
)
 
(4,487
)
NOI
$
42,924

 
$
36,585

 
$
30,862

 
$
23,292

 
$
29,233

Adjustment to NOI
(1,607
)
 
(124
)
 
1,378

 
3,230

 
1,152

Cash NOI
$
41,317

 
$
36,461

 
$
32,240

 
$
26,522

 
$
30,385

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
41,317

 
$
36,461

 
$
32,240

 
$
26,522

 
$
30,385

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
1,607

 
124

 
(1,378
)
 
(3,230
)
 
(1,152
)
Non-SPP NOI
(19,610
)
 
(14,773
)
 
(10,471
)
 
(4,827
)
 
(7,758
)
SPP NOI
$
23,314

 
$
21,812

 
$
20,391

 
$
18,465

 
$
21,475

Non-cash adjustment to SPP NOI
123

 
383

 
990

 
1,166

 
169

SPP cash NOI
$
23,437

 
$
22,195

 
$
21,381

 
$
19,631

 
$
21,644


logoa08.gif
17

Reconciliations
In thousands


Life Science
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
41,650

 
$
35,311

 
$
120,442

 
$
763,666

 
$
36,162

Interest expense
83

 
80

 
78

 
76

 
73

Depreciation and amortization
36,080

 
35,269

 
34,432

 
34,699

 
36,246

Impairments (recoveries), net

 
7,639

 

 

 

Loss (gain) on sales of real estate, net

 

 
(80,580
)
 
(725,604
)
 

NOI
$
77,813

 
$
78,299

 
$
74,372

 
$
72,837

 
$
72,481

Adjustment to NOI
(3,751
)
 
(2,233
)
 
(1,439
)
 
(2,165
)
 
(2,478
)
Cash NOI
$
74,062

 
$
76,066

 
$
72,933

 
$
70,672

 
$
70,003

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
74,062

 
$
76,066

 
$
72,933

 
$
70,672

 
$
70,003

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
3,751

 
2,233

 
1,439

 
2,165

 
2,478

Non-SPP NOI
(24,086
)
 
(24,441
)
 
(18,853
)
 
(16,988
)
 
(15,606
)
SPP NOI
$
53,727

 
$
53,858

 
$
55,519

 
$
55,849

 
$
56,875

Non-cash adjustment to SPP NOI
(765
)
 
(418
)
 
(595
)
 
(574
)
 
(446
)
SPP cash NOI
$
52,962

 
$
53,440

 
$
54,924

 
$
55,275

 
$
56,429


Medical Office(1) 
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
38,024

 
$
37,829

 
$
40,897

 
$
39,042

 
$
31,138

Interest expense
120

 
119

 
117

 
118

 
111

Depreciation and amortization
47,198

 
48,098

 
51,977

 
53,163

 
53,101

Impairments (recoveries), net

 

 

 

 
8,858

Loss (gain) on sales of real estate, net

 

 
(3,903
)
 
(527
)
 

NOI
$
85,342

 
$
86,046

 
$
89,088

 
$
91,796

 
$
93,208

Adjustment to NOI
(1,932
)
 
(1,831
)
 
(1,364
)
 
(1,561
)
 
(1,771
)
Cash NOI
$
83,410

 
$
84,215

 
$
87,724

 
$
90,235

 
$
91,437

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
83,410

 
$
84,215

 
$
87,724

 
$
90,235

 
$
91,437

Interest income

 

 

 

 

HCP's share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
1,932

 
1,831

 
1,364

 
1,561

 
1,771

Non-SPP NOI
(7,073
)
 
(7,294
)
 
(9,777
)
 
(12,195
)
 
(12,151
)
SPP NOI
$
78,269

 
$
78,752

 
$
79,311

 
$
79,601

 
$
81,057

Non-cash adjustment to SPP NOI
(1,703
)
 
(1,512
)
 
(1,108
)
 
(1,077
)
 
(1,258
)
SPP cash NOI
$
76,566

 
$
77,240

 
$
78,203

 
$
78,524

 
$
79,799



logoa08.gif
18

Reconciliations
In thousands


Other(1) 
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
(23,841
)
 
$
34,169

 
$
11,419

 
$
56,619

 
$
11,708

Interest income
(6,365
)
 
(1,447
)
 
(1,236
)
 
(1,358
)
 
(1,713
)
Interest expense
728

 
742

 

 

 

Depreciation and amortization
10,438

 
10,672

 
1,739

 
1,724

 
1,835

Impairments (recoveries), net

 

 

 
3,278

 

Loss (gain) on sales of real estate, net

 
(20,851
)
 
(223
)
 
318

 

Other expense (income), net
40,567

 

 

 
(50,171
)
 

Equity loss (income) from unconsolidated JVs
(570
)
 
101

 
911

 
2,152

 
863

NOI
$
20,957

 
$
23,386

 
$
12,610

 
$
12,562

 
$
12,693

Adjustment to NOI
(531
)
 
(480
)
 
188

 
194

 
195

Cash NOI
$
20,426

 
$
22,906

 
$
12,798

 
$
12,756

 
$
12,888

Interest income
6,365

 
1,447

 
1,236

 
1,358

 
1,713

HCP's share of unconsolidated JVs
21,737

 
19,867

 
23,302

 
21,466

 
21,400

Portfolio Income
$
48,528

 
$
44,220

 
$
37,336

 
$
35,580

 
$
36,001

Interest income
(6,365
)
 
(1,447
)
 
(1,236
)
 
(1,358
)
 
(1,713
)
HCP's share of unconsolidated JVs
(21,737
)
 
(19,867
)
 
(23,302
)
 
(21,466
)
 
(21,400
)
Adjustment to NOI
531

 
480

 
(188
)
 
(194
)
 
(195
)
Non-SPP NOI
(8,540
)
 
(10,842
)
 
30

 
76

 
1

SPP NOI
$
12,417

 
$
12,544

 
$
12,640

 
$
12,638

 
$
12,694

Non-cash adjustment to SPP NOI
171

 
119

 
190

 
194

 
194

SPP cash NOI
$
12,588

 
$
12,663

 
$
12,830

 
$
12,832

 
$
12,888


Corporate Non-Segment
 
Three Months Ended
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
Net income (loss)
$
(98,457
)
 
$
(88,978
)
 
$
(127,362
)
 
$
(73,626
)
 
$
(67,173
)
Interest expense
72,583

 
70,500

 
62,004

 
53,266

 
47,891

General and administrative
29,175

 
22,514

 
23,503

 
21,510

 
21,355

Transaction costs
2,195

 
2,404

 
4,489

 
1,684

 
4,518

Other expense (income), net
(160
)
 
(1,786
)
 
(1,604
)
 
(162
)
 
(3,133
)
Loss on debt extinguishments

 

 
43,899

 
263

 

Income tax expense (benefit)
(5,336
)
 
(4,654
)
 
(4,929
)
 
(2,935
)
 
(3,458
)
NOI
$

 
$

 
$

 
$

 
$

  _______________________________________
(1)
During the first quarter of 2019, two facilities were reclassified from other non-reportable segments to the medical office segment. Accordingly, all prior period segment information has been recast to conform to the current period presentation.








logoa08.gif
19

Reconciliations
In thousands, except per month data

REVPOR SHOP
 
 
Three Months Ended
 
 
March 31,
2018
 
June 30,
2018
 
September 30,
2018
 
December 31,
2018
 
March 31,
2019
REVPOR SHOP
 
 
 
 
 
 
 
 
 
 
Real Estate Revenues
 
$
144,670

 
$
138,352

 
$
137,044

 
$
127,909

 
$
126,181

Adjustments to real estate revenues
 
(2,352
)
 
(1,652
)
 
771

 
41

 
968

Cash Real Estate Revenues
 
$
142,318

 
$
136,700

 
$
137,815

 
$
127,950

 
$
127,149

Other adjustments to REVPOR SHOP(1)
 
(2,527
)
 
(20,136
)
 
(25,055
)
 
(28,998
)
 
(21,714
)
REVPOR SHOP revenues
 
$
139,791

 
$
116,564

 
$
112,760

 
$
98,952

 
$
105,436

 
 
 
 
 
 
 
 
 
 
 
Average occupied units/month
 
11,452

 
9,648

 
9,193

 
7,745

 
7,664

REVPOR SHOP per month(2)
 
$
4,069

 
$
4,027

 
$
4,089

 
$
4,259

 
$
4,586

 
 
 
 
 
 
 
 
 
 
 
SPP REVPOR SHOP
 
 
 
 
 
 
 
 
 
 
REVPOR SHOP revenues
 
$
139,791

 
$
116,564

 
$
112,760

 
$
98,952

 
$
105,436

Change in reporting structure(3)
 

 

 
(13,206
)
 
(19,377
)
 
(29,722
)
Other non-SPP cash real estate revenues
 
(69,604
)
 
(46,438
)
 
(30,020
)
 
(10,560
)
 
(5,169
)
SPP REVPOR SHOP revenues
 
$
70,187

 
$
70,126

 
$
69,534

 
$
69,015

 
$
70,544

 
 
 
 
 
 
 
 
 
 
 
SPP average occupied units/month
 
5,684

 
5,614

 
5,577

 
5,579

 
5,493

SPP REVPOR SHOP per month(2)
 
$
4,116

 
$
4,163

 
$
4,156

 
$
4,123

 
$
4,281

 ______________________________________
(1)
Includes revenue for newly completed facilities under lease-up, facilities acquired or transitioned to new operators during the relevant period, assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations.
(2)
Represents the current quarter REVPOR divided by a factor of three.
(3)
Represents revenues for assets that transitioned from senior housing triple-net to SHOP during the year-over-year comparison period.


logoa08.gif
20


This regulatory filing also includes additional resources:
ex9913312019.pdf
hcpsupplementalreport3312019.pdf
ex9933312019.pdf
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