Earnings Release and Supplemental Report Scripps Wateridge 1 San Diego, CA second quarterReturn 2019 to TOC
Earnings Release 3 Consolidated Financial Statements 8 Overview 12 Portfolio Summary 13 Property Count Reconciliations 16 Capitalization and Indebtedness 17 Investment Summary 20 Developments and Redevelopments 22 Capital Expenditures 24 Portfolio Diversification 25 Expirations and Maturities 26 Triple-net Master Lease Profile 27 Portfolio Senior Housing Triple-net 28 Senior Housing Operating Portfolio 31 Life Science 36 Medical Office 39 Other 42 Guidance 46 Glossary and Debt Ratios 47 TABLE OF Company Information 53 Contents Forward-Looking Statements & Risk Factors 54 Discussion and Reconciliation of Non-GAAP Financial Measures 2 Return to TOC
HCP Reports Second Quarter 2019 Results IRVINE, CA, July 31, 2019 -- HCP, Inc. (NYSE: HCP) today announced results for the second quarter ended June 30, 2019. For the quarter, HCP generated a net loss of $0.03 per share, NAREIT FFO of $0.41 per share, FFO as adjusted of $0.44 per share and blended Total Portfolio SPP Cash NOI growth of 3.5%. SECOND QUARTER 2019 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS – Closed on $842 million of acquisitions in the second quarter, including $803 million previously announced • $245 million previously announced acquisition of Sierra Point Towers in South San Francisco • $445 million previously announced acquisition of nine recently-built senior housing properties operated by Discovery Senior Living (“Discovery”) • $113 million previously announced acquisition of three recently-built senior housing properties operated by Oakmont Senior Living ("Oakmont") • $24 million of other miscellaneous senior housing acquisitions • $15 million acquisition of an on-campus medical office building in Overland Park, Kansas (Kansas City MSA) – Closed on $528 million of newly announced acquisitions in July 2019 • $228 million four-building life science campus in Lexington, Massachusetts • $284 million portfolio of five recently-built senior housing properties in California operated by Oakmont • $16 million building on an existing HCP life science campus in the Sorrento Mesa submarket of San Diego, California – Entered into an agreement to sell our direct financing lease interests in 13 non-core senior housing properties for $274 million – Delivered Phase III of The Cove in South San Francisco, representing 324,000 square feet of Class A life science space that is 100% leased – Added one on-campus medical office development with a total estimated spend of $12 million to our development program with HCA Healthcare (“HCA”) – Renewed the senior housing master lease with Aegis Living ("Aegis") whereby the existing rent will escalate at 3% per year through 2030 – Amended our lease agreements with Harbor Retirement Associates ("HRA") to create an 8-property master lease maturing in 2028 – Completed the previously announced conversion of an additional 15 senior housing properties operated by Sunrise Senior Living ("Sunrise") from triple-net leases to RIDEA structures – Issued $1.3 billion of senior unsecured notes – Upsized revolving credit facility to $2.5 billion and originated a $250 million unsecured term loan facility – Sold 15.7 million shares of common stock under our ATM equity offering program for estimated net proceeds of $496 million – Increased 2019 FFO as adjusted per share guidance by two cents at the midpoint and 2019 blended Total Portfolio SPP Cash NOI guidance by 50 basis points at the midpoint – Named to Corporate Responsibility Magazine's 100 Best Corporate Citizens List for 2019 and became a constituent in the Dow Jones Global 1200 ESG Index for the first time in 2019 SECOND QUARTER COMPARISON Three Months Ended Three Months Ended June 30, 2019 June 30, 2018 (in thousands, except per share amounts) Amount Per Share Amount Per Share Net income (loss), diluted $ (13,991) $ (0.03) $ 89,481 $ 0.19 NAREIT FFO, diluted 199,906 0.41 209,895 0.45 FFO as adjusted, diluted 214,385 0.44 219,483 0.47 FAD, diluted 196,551 190,103 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 "June 30, 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. 3 Return to TOC
SAME PROPERTY PORTFOLIO OPERATING SUMMARY The table below outlines the year-over-year three month and year-to-date SPP Cash NOI growth: Year-Over-Year Total SPP Cash NOI Growth % of Total Three Year-To- SPP Month Date Senior housing 30.7% 1.4% 0.5% Life science 26.0% 6.1% 6.5% Medical office 37.1% 3.8% 4.2% Other non-reportable segments ("Other") 6.1% 2.5% 2.4% Total Portfolio 100.0% 3.5% 3.5% RECENT TRANSACTION UPDATES THE HARTWELL INNOVATION CAMPUS ACQUISITION In July 2019, HCP acquired a $228 million life science campus known as The Hartwell Innovation Campus (“Hartwell”) located in the suburban Boston submarket of Lexington, Massachusetts, which represents a 5.25% year one cash capitalization rate. The 277,000 square feet campus, comprised of four buildings, is 100% leased to seven biopharmaceutical and medical diagnostics tenants. The Hartwell acquisition brings HCP's life science presence in Boston to approximately one million square feet (inclusive of the 75 Hayden development) and is HCP's third campus owned in partnership with leading local partner King Street Properties. OAKMONT PORTFOLIO ACQUISITION In July 2019, HCP acquired a portfolio of five senior housing properties in California operated by Oakmont totaling 430 units for $284 million. The properties are located in Huntington Beach, Los Angeles, San Jose and San Francisco. The average age of the properties is less than two years. As part of the transaction, HCP assumed $112 million of secured debt and issued downREIT units at $32.05 per share for approximately 11% of the $284 million purchase price. The year one cash capitalization rate is in the mid 5's. HCP continues to expand its relationship with Oakmont, demonstrating our commitment to grow with a top-tier operator and developer in high barrier to entry California markets. SAN DIEGO LIFE SCIENCE ACQUISITION In July 2019, HCP acquired a $16 million, two-story office building in the Sorrento Mesa submarket of San Diego. The 56,000 square foot property is located on HCP's Directors Place campus which includes two existing life science buildings and a future development site. HCP intends to place the property into redevelopment in 2020 upon the expiration of the in-place leases and convert the building from office to lab. This value-add acquisition has an expected yield of 8% upon stabilization. OVERLAND PARK ACQUISITION In May 2019, HCP acquired a medical office building in Overland Park, an affluent suburb of Kansas City. The purchase price was $15 million, which represents a 5.5% year one cash capitalization rate. The 38,000 square foot property is 100% leased and is located on campus of HCA's Midwest Menorah Medical Center, a 154-bed acute care leading local hospital. This acquisition augments our local footprint, as we already own an existing 59,000 square foot medical office building on the same campus. PRIME CARE DISPOSITION HCP entered into a definitive agreement to sell our direct financing lease interests in 13 non-core senior housing properties to Prime Care, LLC and its affiliates ("Prime Care") for $274 million. The properties are currently leased to Prime Care under direct financing leases and were acquired by HCP as part of the CNL transaction in 2006. The properties are managed by Sunrise (11) and Harbor Retirement Associates ("HRA") (2). The direct financing leases have bargain purchase options at lease maturity. The disposition of these properties is consistent with HCP’s strategy of eliminating complex financing arrangements that do not align incentives among the parties, and recycling capital into newer properties. The transaction has a yield on sale of 8.2% and is expected to close in the third quarter of 2019. AEGIS LEASE RENEWAL HCP renewed the 10-property senior housing master lease with Aegis for an additional 10 years. The master lease now matures in July 2030. These are high-quality, high-performing properties in Seattle and California with strong coverage. 4 Return to TOC
HRA LEASE AMENDMENT In the second quarter, HCP entered into an agreement with HRA to amend the existing leases. HCP will sell six low performing non core properties and combine the remaining 8 properties into a single master lease with a common maturity date in December 2028 and 2.5% annual escalators. HCP received improved lease covenants and guaranties, and will fund up to $10 million of capital improvements which will generate a yield of 6.5%. The restructuring also improves the geographic footprint and asset quality of HCP’s HRA portfolio. DEVELOPMENT UPDATES MEDICAL OFFICE DEVELOPMENT PROGRAM WITH HCA In July 2019, HCP signed a definitive agreement on a $12 million, 42,000 square foot, on-campus medical office development, located in Brooksville, Florida (Tampa MSA). The project consists of a two-story medical office building located on HCA's Oak Hill Hospital campus. HCA has committed to lease 55% of the space. HCP’s development program with HCA now includes five development projects, with a total estimated development spend of approximately $110 million. THE COVE PHASE III DELIVERY In the second quarter of 2019, HCP completed and delivered Phase III of The Cove, which consists of 324,000 square feet of Class A life science space. The two completed buildings are part of HCP’s best-in-class, one million square foot life science campus in South San Francisco and are 100% occupied by a strong roster of tenants generating a stabilized yield of approximately 9.5%. The completion of this development project further solidifies our position as the dominant life science landlord in South San Francisco. PREVIOUSLY ANNOUNCED TRANSACTION UPDATES SIERRA POINT TOWERS ACQUISITION During the second quarter of 2019, HCP completed the previously announced acquisition of Sierra Point Towers, a 427,000 square foot, two-building life science and office campus in the South San Francisco life science submarket for $245 million. Sierra Point Towers is strategically located adjacent to our The Shore at Sierra Point development project and together creates a Class A life science campus with over one million square feet. DISCOVERY PORTFOLIO ACQUISITION In April 2019, HCP closed on the previously announced acquisition of nine newly-built senior housing properties operated by Discovery for $445 million. The properties are located in the high-growth markets of Florida (7), Georgia (1) and Texas (1). OAKMONT PORTFOLIO ACQUISITION In May 2019, HCP closed on the previously announced acquisition of three newly-built senior housing properties operated by Oakmont and located in California (Los Angeles, Bay Area, and Sacramento) for $113 million. SUNRISE RIDEA CONVERSIONS In the second quarter of 2019, HCP completed the previously announced conversion of 15 high quality senior housing properties operated by Sunrise from triple-net leases to RIDEA structures. This is in addition to the 18 Sunrise senior housing properties converted to RIDEA in the prior quarter. HCP remains on track to convert two additional Sunrise triple-net lease properties to RIDEA structures in the second half of 2019. Sunrise will remain the operator of all 35 properties. BALANCE SHEET AND CAPITAL MARKET ACTIVITIES SENIOR UNSECURED NOTES In July 2019, HCP completed a public offering of senior unsecured notes for total gross proceeds of $1.3 billion across two tranches: $650 million of 3.250% notes due 2026 and $650 million of 3.500% notes due 2029. Net proceeds from the offering were used to (i) redeem all of HCP's outstanding $800 million 2.625% senior unsecured notes due February 2020 and (ii) repurchase $250 million of HCP's 4.000% senior unsecured notes due 2022 and $250 million of HCP's 4.250% senior unsecured notes due 2023, pursuant to tender offers completed in July 2019. In connection with the foregoing redemption and tender offers, HCP incurred a loss on debt extinguishment of approximately $35 million in July 2019. 5 Return to TOC
REVOLVING CREDIT FACILITY AND NEW TERM LOAN In May 2019, HCP closed on a $2.5 billion unsecured revolving credit facility (“credit facility”) and a new five year $250 million unsecured term loan. HCP successfully reduced its borrowing costs by 5 basis points under the credit facility and extended the maturity date to May 23, 2023, plus two six-month extension options at HCP's discretion. Based on HCP's current senior unsecured long-term debt ratings, the credit facility bears interest annually at LIBOR plus 82.5 basis points with a facility fee of 15 basis points, and the term loan bears interest annually at LIBOR plus 90 basis points. At June 30, 2019, HCP had $2 billion available under its credit facility. EQUITY CAPITAL MARKETS ACTIVITY From May through July 2019, we sold 15.7 million shares of common stock under our ATM program at an initial weighted average net price of $31.53 per share. • 9.8 million shares of common stock were sold via forward sales agreements • 5.9 million shares of common stock were sold directly for net proceeds of $189 million As of July 3, 2019, HCP had settled seven million shares that were sold under forward sales agreements for net proceeds of $213 million, and 23 million shares remained outstanding under forward contracts. We expect to settle the remaining forward contracts within the next 12 months to fund acquisition, development and other investment activities. DIVIDEND On July 25, 2019, we announced that our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on August 20, 2019, to stockholders of record as of the market close on August 5, 2019. SUSTAINABILITY In May 2019, HCP was named to Corporate Responsibility (CR) Magazine's 100 Best Corporate Citizens List for 2019. The roster recognizes the standout environmental, social and governance ("ESG") performance of public companies across the United States. Furthermore, for the first time, we were named as a constituent in the Dow Jones Global 1200 ESG Index. More information about HCP's sustainability efforts, including a link to our Sustainability Report, is available on our website at www.hcpi.com/sustainability. 2019 GUIDANCE For full year 2019, we are updating the following guidance ranges: • Diluted net income per share to range between $0.15 to $0.21 • Diluted NAREIT FFO per share of $1.62 to $1.66 • Diluted FFO as adjusted per share of $1.73 to $1.77 • Blended Total Portfolio SPP Cash NOI growth of 2% to 3% 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, August 1, 2019, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the second quarter ended June 30, 2019. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 4351219. 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 on HCP's website through August 1, 2020, and a telephonic replay can be accessed through August 16, 2019, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10132487. 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. 6 Return to TOC
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 "Recent Transaction Updates," "Development Updates," “Previously Announced Transaction 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 and net operating income; 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 manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; 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; 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; 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 potential impact of uninsured or underinsured losses; 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; 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 or our counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; our 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 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; 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, 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 and 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; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; our 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 7 Return to TOC
HCP, Inc. Consolidated Balance Sheets In thousands, except share and per share data (unaudited) June 30, 2019 December 31, 2018 Assets Real estate: Buildings and improvements $ 11,784,671 $ 10,877,248 Development costs and construction in progress 496,662 537,643 Land 1,879,227 1,637,506 Accumulated depreciation and amortization (2,926,656) (2,842,947) Net real estate 11,233,904 10,209,450 Net investment in direct financing leases 357,104 713,818 Loans receivable, net 124,559 62,998 Investments in and advances to unconsolidated joint ventures 518,033 540,088 Accounts receivable, net of allowance of $6,899 and $5,127 53,840 48,171 Cash and cash equivalents 130,521 110,790 Restricted cash 25,531 29,056 Intangible assets, net 317,960 305,079 Assets held for sale, net 160,999 108,086 Right-of-use asset, net 172,424 — Other assets, net 618,218 591,017 Total assets $ 13,713,093 $ 12,718,553 Liabilities and Equity Bank line of credit $ 530,004 $ 80,103 Term loan 248,821 — Senior unsecured notes 5,262,694 5,258,550 Mortgage debt 161,829 138,470 Other debt 87,211 90,785 Intangible liabilities, net 53,771 54,663 Liabilities of assets held for sale, net 30,093 1,125 Lease liability 154,877 — Accounts payable and accrued liabilities 371,235 391,583 Deferred revenue 193,286 190,683 Total liabilities 7,093,821 6,205,962 Commitments and contingencies Common stock, $1.00 par value: 750,000,000 shares authorized; 491,108,584 and 477,496,499 shares issued and outstanding 491,109 477,496 Additional paid-in capital 8,801,037 8,398,847 Cumulative dividends in excess of earnings (3,233,283) (2,927,196) Accumulated other comprehensive income (loss) (4,459) (4,708) Total stockholders' equity 6,054,404 5,944,439 Joint venture partners 388,617 391,401 Non-managing member unitholders 176,251 176,751 Total noncontrolling interests 564,868 568,152 Total equity 6,619,272 6,512,591 Total liabilities and equity $ 13,713,093 $ 12,718,553 8 Return to TOC
HCP, Inc. Consolidated Statements of Operations In thousands, except per share data (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues: Rental and related revenues $ 301,197 $ 317,840 $ 595,419 $ 634,592 Resident fees and services 177,766 136,774 304,461 279,588 Income from direct financing leases 10,190 13,490 23,714 26,756 Interest income 2,414 1,447 4,127 7,812 Total revenues 491,567 469,551 927,721 948,748 Costs and expenses: Interest expense 56,942 73,038 106,269 148,140 Depreciation and amortization 165,296 143,292 297,247 286,542 Operating 213,993 173,866 382,920 346,418 General and administrative 27,120 22,514 48,475 51,689 Transaction costs 1,337 2,404 5,855 4,599 Impairments (recoveries), net 68,538 13,912 77,396 13,912 Total costs and expenses 533,226 429,026 918,162 851,300 Other income (expense): Gain (loss) on sales of real estate, net 11,448 46,064 19,492 66,879 Loss on debt extinguishments (1,135) — (1,135) — Other income (expense), net 21,008 1,786 24,141 (38,621) Total other income (expense), net 31,321 47,850 42,498 28,258 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures (10,338) 88,375 52,057 125,706 Income tax benefit (expense) 1,864 4,654 5,322 9,990 Equity income (loss) from unconsolidated joint ventures (1,506) (101) (2,369) 469 Net income (loss) (9,980) 92,928 55,010 136,165 Noncontrolling interests' share in earnings (3,617) (2,986) (7,137) (5,991) Net income (loss) attributable to HCP, Inc. (13,597) 89,942 47,873 130,174 Participating securities' share in earnings (394) (461) (837) (852) Net income (loss) applicable to common shares $ (13,991) $ 89,481 $ 47,036 $ 129,322 Earnings per common share: Basic $ (0.03) $ 0.19 $ 0.10 $ 0.28 Diluted $ (0.03) $ 0.19 $ 0.10 $ 0.28 Weighted average shares outstanding: Basic 478,739 469,769 478,260 469,664 Diluted 478,739 469,941 479,885 469,799 9 Return to TOC
HCP, Inc. Funds From Operations In thousands, except per share data (unaudited) Three Months Ended Six Months Ended (1) For the three and six months ended June 30, 2019, June 30, June 30, represents the gain related to the acquisition of the 2019 2018 2019 2018 outstanding equity interests in a previously unconsolidated senior housing joint venture. For the Net income (loss) applicable to common shares $ (13,991) $ 89,481 $ 47,036 $ 129,322 six months ended June 30, 2018, represents the loss Real estate related depreciation and amortization 165,296 143,292 297,247 286,542 on consolidation of seven U.K. care homes. Real estate related depreciation and amortization on unconsolidated (2) For the three and six months ended June 30, 2019, joint ventures 15,123 16,162 30,200 33,550 represents the impairment of 13 senior housing triple-net facilities under DFLs recognized as a result Real estate related depreciation and amortization on noncontrolling interests and other (5,013) (1,664) (9,934) (4,207) of entering into sales agreements. For the three months ended June 30, 2018, represents the Other real estate-related depreciation and amortization 1,357 1,268 3,442 2,563 impairment of an undeveloped life science land Loss (gain) on sales of real estate, net (11,448) (46,064) (19,492) (66,879) parcel classified as held for sale. For the six months Loss (gain) on sales of real estate, net on noncontrolling interests 208 — 208 — ended June 30, 2018, represents the impairment of (1) an undeveloped life science land parcel classified as Loss (gain) upon consolidation of real estate, net (11,501) — (11,501) 41,017 held for sale, partially offset by an impairment Taxes associated with real estate dispositions — 1,147 — 1,147 recovery upon the sale of our Tandem Mezzanine Impairments (recoveries) of depreciable real estate, net 58,391 6,273 67,249 6,273 Loan in March 2018. (3) For the three and six months ended June 30, 2019, NAREIT FFO applicable to common shares 198,422 209,895 404,455 429,328 relates to the departure of certain former employees. Distributions on dilutive convertible units and other 1,484 — 3,279 — For the six months ended June 30, 2018, primarily relates to the departure of our former Executive Diluted NAREIT FFO applicable to common shares $ 199,906 $ 209,895 $ 407,734 $ 429,328 Chairman, which consisted of $6 million of cash Diluted NAREIT FFO per common share $ 0.41 $ 0.45 $ 0.84 $ 0.91 severance and $3 million of equity award vestings. Weighted average shares outstanding - diluted NAREIT FFO 485,054 469,941 484,435 469,799 (4) For the three and six months ended June 30, 2019, represents incremental insurance proceeds received Impact of adjustments to NAREIT FFO: for property damage and other associated costs Transaction-related items $ 6,435 $ 1,993 $ 12,324 $ 3,934 related to hurricanes in 2017. Other impairments (recoveries) and losses (gains), net(2) 10,147 7,639 10,147 4,341 Severance and related charges(3) 3,728 — 3,728 8,738 Loss on debt extinguishments 1,135 — 1,135 — Litigation costs (recoveries) (527) 179 (399) 585 Casualty-related charges (recoveries), net(4) (6,242) — (6,242) — Foreign currency remeasurement losses (gains) (159) (195) (187) (65) Total adjustments 14,517 9,616 20,506 17,533 FFO as adjusted applicable to common shares 212,939 219,511 424,961 446,861 Distributions on dilutive convertible units and other 1,446 (28) 3,226 (45) Diluted FFO as adjusted applicable to common shares $ 214,385 $ 219,483 $ 428,187 $ 446,816 Diluted FFO as adjusted per common share $ 0.44 $ 0.47 $ 0.88 $ 0.95 Weighted average shares outstanding - diluted FFO as adjusted 485,054 469,941 484,435 469,799 10 Return to TOC
HCP, Inc. Funds Available for Distribution In thousands (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 FFO as adjusted applicable to common shares $ 212,939 $ 219,511 $ 424,961 $ 446,861 Amortization of deferred compensation(1) 4,308 4,299 7,898 7,719 Amortization of deferred financing costs 2,740 3,355 5,440 6,690 Straight-line rents (5,695) (5,793) (11,940) (16,479) FAD capital expenditures (19,513) (26,346) (38,733) (45,592) Lease restructure payments 292 303 580 601 CCRC entrance fees(2) 4,845 3,652 8,340 6,679 Deferred income taxes (3,897) (5,731) (7,629) (7,871) Other FAD adjustments(3) (952) (3,147) (2,381) (6,774) FAD applicable to common shares 195,067 190,103 386,536 391,834 Distributions on dilutive convertible units and other 1,484 — 3,278 — Diluted FAD applicable to common shares $ 196,551 $ 190,103 $ 389,814 $ 391,834 Weighted average shares outstanding - diluted FAD 485,054 469,941 484,435 469,799 (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 our CCRC JV's non-refundable entrance fees collected in excess of 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. 11 Return to TOC
The Numbers Overview(1) As of and for the quarter and six months ended June 30, 2019, dollars, square feet, and shares in thousands, except per share data (1) Reconciliations, definitions, and important discussions 2Q19 YTD 2019 regarding the usefulness and limitations of the non-GAAP Financial Metrics financial measures used in this report can be found at http://ir.hcpi.com/financial-reconciliation. Totals throughout Diluted earnings per common share ($0.03) $0.10 this Earnings Release and Supplemental Report may not Diluted NAREIT FFO per common share $0.41 $0.84 add due to rounding. Diluted FFO as adjusted per common share $0.44 $0.88 (2) Includes our share of unconsolidated joint ventures ("JVs") Dividends per common share $0.37 $0.74 and activity from assets sold and held for sale during the periods presented. Real Estate Revenues $489,153 $923,594 (3) Our Other non-reportable segment consists of the following: NOI $275,160 $540,674 13 hospitals and post-acute/skilled, 15 properties in our Cash NOI $272,210 $535,385 CCRC JV, 68 properties in our U.K. JV and 15 other unconsolidated JV properties. Portfolio Income(2) $296,857 $583,146 Same Property Portfolio Cash NOI Growth % of Total SPP 2Q19 YTD 2019 Senior housing 30.7% 1.4% 0.5% Life science 26.0% 6.1% 6.5% Medical office 37.1% 3.8% 4.2% Other 6.1% 2.5% 2.4% Total 100.0% 3.5% 3.5% 2Q19 2Q19 Capitalization Debt Ratios Common stock outstanding and DownREIT units 497,658 Financial Leverage 38.1% Total Market Equity $15,915,103 Secured Debt Ratio 2.8% Enterprise Debt $6,806,248 Net Debt to Adjusted EBITDAre 5.7x Adjusted Fixed Charge Coverage 4.2x Property Count Capacity Occupancy Portfolio Statistics Senior housing triple-net 105 11,163 Units 84.8% SHOP 135 16,043 Units 81.9% Life science 126 7,559 Sq. Ft. 96.3% Medical office 268 20,728 Sq. Ft. 92.0% Other(3) 111 N/A N/A Total 745 N/A N/A 12 Return to TOC
Portfolio Summary As of and for the quarter ended June 30, 2019, dollars in thousands Property Average Portfolio Portfolio Private Count Age Investment Income Pay %(1) PORTFOLIO INCOME Wholly Owned Property Portfolio Senior housing triple-net 105 21 $ 1,992,445 $ 53,807 91.7 SHOP 124 20 3,634,908 40,382 97.4 Life science 110 21 4,402,761 74,502 100.0 Unconsolidated JVs(2) 7% Medical office 262 23 4,894,723 90,548 100.0 SHOP 14% Other 13 28 321,500 12,971 68.4 Hospitals and Other 5% 614 22 $ 15,246,336 $ 272,210 96.5 Developments Life science 11 N/A $ 399,619 $ — — Medical office 4 N/A 18,778 — — Senior housing 15 N/A $ 418,396 $ — — triple-net 18% Redevelopments(3) $296.9M SHOP 11 N/A $ 95,861 $ — — Medical Life science 5 N/A 221,513 — — office Medical office 2 N/A 7,182 — — 31% 18 N/A $ 324,555 (3) $ — — Debt Investments Other — N/A $ 144,033 $ 2,414 — Life science 25% Total Senior housing triple-net 105 21 $ 1,992,445 $ 53,807 91.7 SHOP 135 20 3,730,768 40,382 97.4 Life science 126 21 5,023,892 74,502 100.0 Medical office 268 23 4,920,682 90,548 100.0 Other 13 28 465,533 15,385 68.4 647 22 $ 16,133,320 $ 274,624 96.5 HCP's Share of Unconsolidated JVs(4) Other 98 26 $ 1,155,080 $ 22,233 72.1 Total Portfolio 745 22 $ 17,288,400 $ 296,857 94.6 (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 5.1% 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. 13 Return to TOC
Quarter NOI Summary For the quarter ended June 30, 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 $ 49,866 $ (866) $ 49,000 $ 46,630 $ (80) $ 46,550 SHOP 177,001 (137,460) 39,542 62,042 (41,572) 20,470 Total Senior housing $ 226,867 $ (138,326) $ 88,541 $ 108,672 $ (41,652) $ 67,020 Life science 107,596 (25,480) 82,115 76,519 (18,007) 58,512 Medical office 141,927 (50,176) 91,751 126,653 (44,059) 82,594 Other 12,764 (11) 12,753 12,764 (7) 12,756 $ 489,153 $ (213,993) $ 275,160 $ 324,608 $ (103,726) $ 220,882 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 $ 54,659 $ (852) $ 53,807 $ 46,947 $ (66) $ 46,881 SHOP 178,129 (137,747) 40,382 62,251 (41,700) 20,550 Total Senior housing $ 232,788 $ (138,599) $ 94,189 $ 109,198 $ (41,767) $ 67,432 Life science 99,969 (25,467) 74,502 74,985 (17,994) 56,992 Medical office 139,784 (49,236) 90,548 125,172 (43,351) 81,820 Other 12,982 (11) 12,971 12,982 (7) 12,974 $ 485,522 $ (213,313) $ 272,210 $ 322,337 $ (103,119) $ 219,218 THREE-MONTH SPP % of Year-Over-Year Sequential % of Total Segment SPP based SPP based Occupancy Growth Occupancy Growth Property on Cash on Cash SPP Cash SPP Cash Count NOI NOI 2Q19 2Q18 SPP NOI NOI 2Q19 1Q19 SPP NOI NOI Senior housing triple-net 103 21 87 85.0% 86.4% 1.9% 3.1% 85.0% 85.5% 1.6% 7.3% SHOP 39 9 51 87.2% 89.4% (0.5%) (2.3%) 87.2% 88.0% (0.6%) (1.3%) Total Senior housing 142 31 72 1.2% 1.4% 0.9% 4.5% Life science 95 26 76 95.3% 95.0% 7.4% 6.1% 95.3% 96.8% 1.8% 0.5% Medical office 237 37 90 92.5% 92.3% 2.5% 3.8% 92.5% 92.4% (1.2%) (0.5%) Other 13 6 100 N/A N/A 1.7% 2.5% N/A N/A 0.5% 0.7% Total 487 100 81 3.3% 3.5% 0.3% 1.3% (1) NOI and Cash NOI include $6.1 million attributable to noncontrolling interests, excluding DownREITS. 14 Return to TOC
Year-to-Date NOI Summary For the six months ended June 30, 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 $ 108,758 $ (1,859) $ 106,899 $ 92,547 $ (159) $ 92,388 SHOP 303,182 (234,407) 68,774 119,350 (79,888) 39,462 Total Senior housing $ 411,940 $ (236,266) $ 175,674 $ 211,897 $ (80,047) $ 131,850 Life science 202,068 (47,472) 154,596 145,929 (33,691) 112,238 Medical office 284,122 (99,163) 184,959 241,021 (81,446) 159,575 Other 25,464 (18) 25,446 25,464 (14) 25,450 $ 923,594 $ (382,920) $ 540,674 $ 624,312 $ (195,198) $ 429,114 CASH NOI SUMMARY Cash NOI SPP Cash NOI Cash Real SPP Cash Real SPP Cash Cash Operating Estate (1) Estate Operating Revenues Expenses Cash NOI Revenues Expenses SPP Cash NOI Wholly-Owned Senior housing triple-net $ 113,986 $ (1,717) $ 112,270 $ 90,697 $ (131) $ 90,566 SHOP 305,278 (234,511) 70,768 119,998 (80,210) 39,789 Total Senior housing $ 419,265 $ (236,227) $ 183,038 $ 210,695 $ (80,341) $ 130,355 Life science 191,951 (47,446) 144,505 143,977 (33,665) 110,312 Medical office 279,269 (97,284) 181,985 237,728 (80,233) 157,496 Other 25,876 (18) 25,858 25,876 (14) 25,863 $ 916,361 $ (380,976) $ 535,385 $ 618,277 $ (194,252) $ 424,025 SIX-MONTH SPP % of Year-Over-Year % of Total Segment SPP SPP based Occupancy Growth Property based on on Cash SPP Cash Count Cash NOI NOI 2Q19 2Q18 SPP NOI NOI Senior housing triple-net 103 21 81 85.0% 86.5% 1.0% 2.7% SHOP 38 9 56 88.0% 90.7% (3.6%) (4.3%) Total Senior housing 141 31 71 (0.4%) 0.5% Life science 94 26 76 95.3% 94.9% 6.9% 6.5% Medical office 230 37 87 92.9% 92.9% 3.3% 4.2% Other 13 6 94 N/A N/A 2.0% 2.4% Total 478 100 79 2.9% 3.5% (1) NOI and Cash NOI include $12.1 million attributable to noncontrolling interests, excluding DownREITS. 15 Return to TOC
Property Count Reconciliations As of June 30, 2019 PROPERTY COUNT RECONCILIATION Senior Housing Life Medical Triple-net SHOP Science Office Other Total Prior Quarter Total Property Count 126 102 125 269 112 734 Acquisitions — 12 2 1 — 15 Assets sold — (1) (1) (5) — (7) Senior housing triple-net to SHOP conversions (21) 22 — — (1) — New Developments — — — 3 — 3 Current Quarter Total Property Count 105 135 126 268 111 745 Unconsolidated JVs — — — — (98) (98) Acquisitions — (12) (5) (14) — (31) Assets in Development — — (11) (4) — (15) Assets in Redevelopment — (11) (5) (2) — (18) Assets held for sale (2) (20) — (6) — (28) Senior housing triple-net to SHOP conversions — (52) — — — (52) Completed Developments and Redevelopments - not Stabilized — (1) (9) (5) — (15) Assets impacted by casualty event — — (1) — — (1) Three-Month SPP Property Count 103 39 95 237 13 487 Completed Developments and Redevelopments - not Stabilized — (1) (1) (7) — (9) Six-Month SPP Property Count 103 38 94 230 13 478 SEQUENTIAL SPP Senior Housing Life Medical Triple-net SHOP Science Office Other Total Prior Quarter Three-Month SPP Property Count 126 50 97 236 13 522 Assets in Redevelopment — (1) (1) — — (2) Prior Development/Redevelopment now Stabilized — 1 1 7 — 9 Assets held for sale (2) (10) — (4) — (16) Assets sold — (1) (1) (2) — (4) Senior housing triple-net to SHOP conversions (21) — — — — (21) Assets impacted by casualty event — — (1) — — (1) Current Quarter Three-Month SPP Property Count 103 39 95 237 13 487 16 Return to TOC
Capitalization Dollars and shares in thousands, except price per share data TOTAL CAPITALIZATION June 30, 2019 Shares Value Total Value Common stock (NYSE: HCP) 491,109 $ 31.98 $ 15,705,666 Convertible partnership (DownREIT) units 6,549 31.98 209,437 Total Market Equity 497,658 $ 15,915,103 Consolidated debt 6,318,963 Total Market Equity and Consolidated Debt 497,658 $ 22,234,066 HCP's share of unconsolidated JV debt 487,285 Total Market Equity and Enterprise Debt 497,658 $ 22,721,351 COMMON STOCK AND EQUIVALENTS Weighted Average Shares Weighted Average Shares Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Shares Outstanding Diluted Diluted FFO Diluted Diluted Diluted FFO Diluted June 30, 2019 Diluted EPS NAREIT FFO as adjusted FAD Diluted EPS NAREIT FFO as adjusted FAD Common stock 491,109 478,739 478,739 478,739 478,739 478,260 478,260 478,260 478,260 Common stock equivalent securities: Restricted stock units 1,800 — 273 273 273 268 268 268 268 Dilutive impact of options 13 — 13 13 13 13 13 13 13 Equity forward agreements(1) — — 1,470 1,470 1,470 1,344 1,344 1,344 1,344 Convertible partnership (DownREIT) units 6,549 — 4,559 4,559 4,559 — 4,550 4,550 4,550 Total common stock and equivalents 499,471 478,739 485,054 485,054 485,054 479,885 484,435 484,435 484,435 (1) Represents the current dilutive impact of 21.9 million shares of common stock under forward sales agreements that have not been settled as of June 30, 2019. Based on the forward price of each agreement as of June 30, 2019, issuance of all 21.9 million shares would result in approximately $641 million of net proceeds. Subsequent to June 30, 2019, we utilized the forward provisions under our at-the-market program to allow for the sale of up to an additional 1.2 million shares of common stock, which would generate approximately $37 million of net proceeds based on the initial weighted average net price of the agreement. Based on the forward price of each agreement as of July 31, 2019, issuance of all 23.1 million shares would result in approximately $678 million of net proceeds. 17 Return to TOC
Indebtedness and Ratios As of June 30, 2019, dollars in thousands DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION) (3) HCP's Share of Senior Unsecured Notes Mortgage Debt Unconsolidated JV Debt Enterprise Debt Bank Line Consolidated of Credit(1) Term Loan(2) Amounts Rates %(4) Amounts Rates %(4) Debt Amounts(5) Rates %(4) Amounts Rates %(4) 2019 $ — $ — $ — — $ 1,456 — $ 1,456 $ 889 — $ 2,345 — 2020 — — — — 3,046 5.08 3,046 152,396 4.73 155,442 4.73 2021 — — — — 10,679 5.26 10,679 67,597 5.15 78,276 5.16 2022 — — 650,000 3.83 2,694 — 652,694 35,023 4.89 687,717 3.88 2023 530,004 — 550,000 4.39 2,826 — 1,082,830 4,053 3.96 1,086,883 3.85 2024 — 250,000 1,150,000 4.17 2,958 — 1,402,958 935 — 1,403,893 4.03 2025 — — 1,350,000 3.93 3,110 — 1,353,110 18,911 3.87 1,372,021 3.93 2026 — — 650,000 3.39 3,061 2.85 653,061 942 — 654,003 3.39 2027 — — — — 9,255 5.24 9,255 945 — 10,200 5.24 2028 — — — — 46,188 3.80 46,188 35,375 4.46 81,563 4.09 Thereafter — — 950,000 4.67 69,707 4.18 1,019,707 2,708 3.90 1,022,415 4.63 $ 530,004 $ 250,000 $ 5,300,000 $ 154,980 $ 6,234,984 $ 319,774 $ 6,554,758 Other Debt(6) — — — — 87,211 168,843 256,054 (Discounts), premium and debt costs, net — (1,179) (37,306) 6,849 (31,636) (1,332) (32,968) $ 530,004 $ 248,821 $ 5,262,694 $ 161,829 $ 6,290,559 $ 487,285 $ 6,777,844 Mortgage debt on assets held for sale(7) — — — 28,404 28,404 — 28,404 $ 530,004 $ 248,821 $ 5,262,694 $ 190,233 $ 6,318,963 $ 487,285 $ 6,806,248 Weighted average interest (8) (8) rate % 3.29 3.38 4.07 4.13 3.98 4.74 4.01 Weighted average (8) (8) maturity in years 3.9 4.9 6.7 14.3 6.6 3.0 6.4 (1) Includes £55 million ($70 million) translated into U.S. dollars at June 30, 2019. On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility, which matures on May 23, 2023 and contains two six-month extension options. It accrues annual interest at LIBOR plus 82.5 basis points and incurs an annual facility fee of 15 basis points, based on our current unsecured credit rating. (2) On June 20, 2019, the Company borrowed an aggregate $250 million under the new unsecured term loan, which matures on May 23, 2024. It accrues annual interest at LIBOR plus 90 basis points, based on our unsecured credit rating. (3) Presented on a pro-forma basis to reflect the recent issuances of $650 million 3.25% Senior Notes due 2026, $650 million 3.50% Senior Notes due 2029 and the prepayments of $800 million 2.625% Senior Notes due 2020, $250 million 4.0% Senior Notes due 2022, and $250 million 4.25% Senior Notes due 2023. (4) The rates are reported in the year in which the related debt matures. (5) Reflects pro rata share of mortgage and other debt in our unconsolidated JVs. (6) Represents non-interest bearing Entrance Fee deposits at certain of our senior housing facilities and demand notes that have no scheduled maturities. (7) Represents mortgage debt of $28.4 million that matures in 2044 on assets held for sale. (8) Excludes the impact of mortgage debt held for sale. 18 Return to TOC
Indebtedness and Ratios As of June 30, 2019, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs DEBT STRUCTURE Weighted Average (1) Years to Balance % of Total Rates % Maturity(1) Secured Fixed rate $ 201,592 3 4.15 12.1 Floating rate 273,162 4 4.83 2.6 Combined $ 474,754 7 4.54 6.7 Unsecured Fixed rate 5,300,000 81 4.07 6.7 Floating rate 780,004 12 3.31 4.2 Combined $ 6,080,004 93 3.97 6.4 Total Fixed rate 5,501,592 84 4.07 6.9 Floating rate 1,053,166 16 3.71 3.8 Combined $ 6,554,758 100 4.01 6.4 Other Debt(2) 256,054 (Discounts), premiums and debt costs, net (32,968) $ 6,777,844 Mortgage debt on assets held for sale(3) 28,404 Enterprise Debt $ 6,806,248 FINANCIAL COVENANTS(4) Bank Line of Credit Requirement Actual Compliance Leverage Ratio No greater than 60% 39% Secured Debt Ratio No greater than 40% 4% Unsecured Leverage Ratio No greater than 60% 43% Fixed Charge Coverage Ratio (12 months) No less than 1.50x 3.9x Tangible Net Worth ($ billions) No less than $7.0B $9.8B CREDIT RATINGS (SENIOR UNSECURED DEBT) Moody's Baa1 (Stable) S&P Global BBB+ (Stable) Fitch BBB (Positive) (1) Presented on a pro-forma basis to reflect the recent issuances of $650 million 3.25% Senior Notes due 2026, $650 million 3.50% Senior Notes due 2029 and the prepayments of $800 million 2.625% Senior Notes due 2020, $250 million 4.0% Senior Notes due 2022, and $250 million 4.25% Senior Notes due 2023. (2) Represents non-interest bearing Entrance Fee deposits at certain of our senior housing facilities and demand notes that have no scheduled maturities. (3) Represents mortgage debt of $28.4 million that matures in 2044 on assets held for sale. (4) 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. 19 Return to TOC
Investment Summary For the three and six months ended June 30, 2019, dollars and square feet in thousands INVESTMENT SUMMARY Property Three Months Ended Six Months Ended MSA Date Capacity Count Property Type June 30, 2019 June 30, 2019 ACQUISITIONS 87/101 CambridgePark Drive(1) Boston, MA January 64 Sq. Ft. 1 Life science $ — $ 91,500 Discovery Various April 1,242 Units 9 SHOP 445,000 445,000 5525 Medical (Overland Park) Kansas City, MO May 38 Sq. Ft. 1 Medical office 15,400 15,400 Oakmont Various May 200 Units 3 SHOP 112,915 112,915 Sierra Point Towers San Francisco, CA June 427 Sq. Ft. 2 Life science 245,000 245,000 Solana Preserve Vintage Park(2) Houston, TX June — — SHOP 23,874 23,874 OTHER INVESTMENTS Development fundings 105,414 195,538 Redevelopment fundings 23,156 49,412 Loan fundings/Preferred Equity Investment(3) 36,522 60,120 Lease commissions - Dev/Redev/Acq 4,903 7,603 Total 16 $ 1,012,184 $ 1,246,362 (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) In June 2019, we acquired the outstanding equity interest in a senior housing joint venture (holding one building) for $24 million, bringing our equity ownership to 100%. (3) Includes fundings under the $115 million participating development loan for the construction of 620 Terry, a $147 million senior housing development located in Seattle. The Hartwell Innovation Campus Lexington, MA 20 Return to TOC
Investment Summary ASSETS HELD FOR SALE Property Projected Sales Trailing Cash Capacity Count Price Yield(1) Various SHOP 1,691 Units 20 $ 146,170 Various Senior housing triple-net 120 Units 2 10,600 Various Medical office(2) 195 Sq. Ft. 6 16,750 Total 28 $ 173,520 6.5% DISPOSITIONS Property Sales Price/ Trailing Cash Date Capacity Count Property Type Proceeds Yield(1) 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 Dallas, TX April 62 Sq. Ft. 2 Medical office 4,341 Miami, FL May 108 Units 1 SHOP 13,908 Greenville, SC May 8 Sq. Ft. 1 Medical office 1,200 Salt Lake City, UT May 36 Sq. Ft. 1 Life science 7,000 Various, MD & TX June 121 Sq. Ft. 2 Medical office 9,500 Total 18 $ 165,039 5.7% (1) Represents the average yield calculated using Cash NOI for the 12-month period prior to sale for dispositions and for the twelve month period ended June 30, 2019 for assets held for sale. (2) One property closed for $3.0 million in July 2019. 21 Return to TOC
Developments As of June 30, 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 $ 38,103 $ 3,275 $ 73,112 Sorrento Summit San Diego, CA Life science 1 — 10,090 8,510 18,600 The Shore at Sierra Point - Phase I San Francisco, CA Life science 2 — 157,789 78,874 236,663 The Cove at Oyster Point - Phase IV San Francisco, CA Life science 1 — 60,124 51,266 111,390 75 Hayden Boston, MA Life science 1 — 55,646 104,569 160,215 The Shore at Sierra Point - Phase II San Francisco, CA Life science 2 — 60,655 230,952 291,607 The Shore at Sierra Point - Phase III San Francisco, CA Life science 1 — 17,212 76,302 93,514 Grand Strand Myrtle Beach, SC Medical office 1 — 12,569 13,515 26,084 Lee's Summit Kansas City, MO Medical office 1 — 1,756 14,275 16,031 Ogden Ogden, UT Medical office 1 — 2,011 16,177 18,188 Brentwood Nashville, TN Medical office 1 — 2,442 34,758 37,200 15 $ 31,734 $ 418,396 $ 632,474 $ 1,082,604 Projected stabilized yields typically range from 6.0% - 8.0% % of Total Actual / Estimated Occupancy Total Project Project Project (2) Project Capacity (Sq. Ft.) Leased Start Initial Stabilized Wholly-Owned Ridgeview 306 100 2Q16 1Q19 1Q20 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 71 4Q18 1Q20 4Q20 Lee's Summit 52 50 2Q19 3Q20 3Q22 Ogden 70 66 2Q19 2Q20 3Q22 Brentwood 119 49 2Q19 3Q20 4Q22 1,634 56 (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. 22 Return to TOC
Redevelopments and Land Held for Development(1) As of June 30, 2019, dollars and square feet in thousands REDEVELOPMENT PROJECTS IN PROCESS Incremental Costs Estimated Property Property Placed in Cost to Project Completion Project MSA Type Count Service CIP(2) Complete(2) Total Start Date(3) Wholly-Owned Biotech Gateway San Francisco, CA Life science 2 $ 12,092 $ 13,033 $ 15,866 $ 40,991 1Q18 3Q19 Various SHOP Various SHOP 11 — 13,481 83,331 96,812 2Q18 - 2Q19 4Q19 - 4Q20 Pointe Grand San Francisco, CA Life science 1 — 11,645 2,818 14,463 3Q18 3Q19 St Matthews I Louisville, KY Medical office 1 519 6,684 3,991 11,194 3Q18 4Q19 Swedish IV Denver, CO Medical office 1 335 498 6,869 7,702 1Q19 1Q20 10410 Science Center Drive San Diego, CA Life science 1 — 4,201 24,139 28,340 1Q19 4Q19 10275 Science Center Drive San Diego, CA Life science 1 — 639 49,566 50,205 2Q19 1Q21 18 $ 12,946 $ 50,181 $ 186,580 $ 249,707 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 $ 49,070 Modular Labs III San Francisco, CA Life science 2 106 11,572 Torrey Pines Science Center San Diego, CA Life science 6 93 12,614 Directors Place San Diego, CA Life science 4 150 7,040 101 CambridgePark Drive Boston, MA Life science 1 N/A 21,045 Remaining Various Various 1 N/A 946 22 675 $ 102,287 (1) Redevelopments are excluded from SPP until they are Stabilized. See Glossary for further definition. (2) Includes lease commissions incurred to date and projected lease commissions through Stabilization. (3) Excludes the completion of tenant improvements. 23 Return to TOC
Capital Expenditures For the three and six months ended June 30, 2019, dollars in thousands, except per unit/square foot Senior Housing SECOND QUARTER Triple-net SHOP Life Science Medical Office Other Total Wholly-Owned Recurring capital expenditures $ 339 $ 4,560 $ 1,102 $ 2,939 $ — $ 8,939 Tenant improvements - 2nd generation — — 1,450 3,426 — 4,876 Lease commissions - 2nd generation(1) — — 2,587 3,111 — 5,698 FAD capital expenditures $ 339 $ 4,560 $ 5,139 $ 9,476 $ — $ 19,513 Revenue enhancing capital expenditures 324 4,029 2,164 2,127 — 8,645 Casualty related capital expenditures(2) 99 1,554 — — — 1,653 Initial Capital Expenditures ("ICE") — 191 — 494 — 685 Tenant improvements - 1st generation — — 5,379 3,851 — 9,230 Lease commissions - Dev/Redev/Acq(3) — — 4,614 289 — 4,903 Development — — 92,517 12,897 — 105,414 Redevelopment — 4,574 12,641 5,940 — 23,156 Capitalized interest — 118 6,600 231 — 6,948 Total capital expenditures $ 761 $ 15,026 $ 129,054 $ 35,306 $ — $ 180,147 (4) $313 $0.15 $0.14 Recurring capital expenditures per unit/sq. ft. per Unit per Sq. Ft. per Sq. Ft. YEAR-TO-DATE Wholly-Owned Recurring capital expenditures $ 644 $ 7,440 $ 1,642 $ 5,939 $ — $ 15,665 Tenant improvements - 2nd generation — — 3,525 8,393 — 11,918 Lease commissions - 2nd generation(1) — — 4,956 6,195 — 11,150 FAD capital expenditures $ 644 $ 7,440 $ 10,122 $ 20,527 $ — $ 38,733 Revenue enhancing capital expenditures 589 9,575 2,331 3,659 — 16,155 Casualty related capital expenditures(2) 374 2,595 — — — 2,969 ICE — 191 3 839 — 1,033 Tenant improvements - 1st generation — — 7,004 8,433 — 15,436 Lease commissions - Dev/Redev/Acq(5) — — 7,212 391 — 7,603 Development — — 177,803 17,734 — 195,538 Redevelopment — 7,229 28,867 13,316 — 49,412 Capitalized interest — 204 14,054 961 — 15,219 Total capital expenditures $ 1,608 $ 27,234 $ 247,396 $ 65,861 $ — $ 342,098 (4) $545 $0.23 $0.29 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, Redevelopment, and 1st generation recently acquired space of $2.0 million, $2.8 million, and $0.1 million, respectively. (4) Senior housing triple-net per unit is not presented as it is not meaningful. 24 (5) Includes lease commissions on Development, Redevelopment, and 1st generation recently acquired space of $2.2 million, $5.3 million, and $0.1 million, respectively. Return to TOC
Portfolio Diversification As of and for the quarter ended June 30, 2019, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs PORTFOLIO INCOME BY MSA Property Senior Housing Medical MSA Count(1) Triple-net SHOP Life Science Office Other Total % of Total San Francisco, CA 81 $ 1,813 $ 1,190 $ 52,371 $ 798 $ — $ 56,172 19 Dallas, TX 39 1,788 1,845 — 16,570 1,402 21,606 7 San Diego, CA 36 273 563 14,340 2,300 — 17,476 6 Houston, TX 40 374 6,046 — 9,791 343 16,554 6 Denver, CO 22 2,186 2,331 — 5,730 — 10,247 3 Washington, DC 19 6,569 2,022 — 981 — 9,571 3 Los Angeles, CA 11 2,603 752 — 1,203 3,785 8,342 3 Seattle, WA 13 1,973 (238) — 6,275 — 8,010 3 New York, NY 11 4,349 2,593 — — — 6,942 2 Philadelphia, PA 6 3,113 217 — 3,132 — 6,462 2 Remaining 354 28,765 23,060 7,791 43,769 7,441 110,826 37 Cash NOI 632 $ 53,807 $ 40,382 $ 74,502 $ 90,548 $ 12,971 $ 272,210 92 Interest income — — — — — 2,414 2,414 1 HCP's Share of Unconsolidated JVs 97 — — — — 22,233 22,233 7 Portfolio Income 729 $ 53,807 $ 40,382 $ 74,502 $ 90,548 $ 37,618 $ 296,857 100 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 $ 18,910 $ — $ — $ — $ 18,910 6 41 $ 12,945 $ 15,516 $ 28,460 10 Sunrise Senior Living 15 18,834 — — — 18,834 6 39 (2) 7,685 — 7,685 3 Hospital Corporation of America ("HCA")(3) 88 — — 21,063 — 21,063 7 — — — — — Amgen 7 — 13,333 — — 13,333 4 — — — — — Atria Senior Living — — — — — — — 27 7,437 (177) 7,260 2 Remaining 418 16,062 61,169 69,485 20,944 167,660 56 51 12,315 1,335 13,651 5 Portfolio Income 571 $ 53,807 $ 74,502 $ 90,548 $ 20,944 $239,800 81 158 $ 40,382 $16,674 $ 57,056 19 (1) Excludes sixteen properties in Development, including one unconsolidated development. (2) Includes fifteen properties converted to SHOP at quarter end for which Portfolio Income is reflected in Senior housing triple-net. Portfolio Income will be included in SHOP going forward. (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. 25 Return to TOC
Expirations and Maturities As of June 30, 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) $ 54,328 5 $ — $ 14,002 $ 40,326 $ — $ — 2020 106,390 10 14,030 18,169 64,904 8,301 986 2021 112,503 11 8,024 49,025 52,096 1,668 1,690 2022 95,035 9 1,548 23,044 49,817 14,298 6,328 2023 108,875 11 25,318 41,442 41,602 — 513 2024 68,006 7 2,434 11,161 31,159 23,252 — 2025 108,224 11 2,803 44,299 61,101 — 20 2026 52,328 5 4,397 25,218 22,714 — — 2027 65,278 6 12,590 35,624 17,064 — — 2028 85,338 8 40,658 15,253 29,427 — — Thereafter(3) 167,630 16 73,021 54,259 36,343 4,007 — $ 1,023,935 100 $ 184,821 $ 331,496 $ 446,553 $ 51,526 $ 9,538 Weighted average maturity in years 5.8 9.0 5.8 4.6 4.1 2.9 REFLECTS PURCHASE AND PREPAYMENT OPTIONS Annualized Base Rent(1) (1) Annualized Base Rent does not include Senior tenant recoveries, additional rent in Housing Medical Interest (4) excess of floors, and non-cash revenue Year Total % of Total Triple-net Life Science Office Other Income adjustments. (2) 2019 $ 64,853 6 $ — $ 14,002 $ 47,299 $ 613 $ 2,938 (2) Includes month-to-month and holdover 2020 118,230 12 14,030 18,169 62,937 23,094 — leases. (3) Includes thirteen properties for which 2021 121,140 12 8,024 49,025 62,424 1,668 — HCP and Prime Care reached an 2022 92,464 9 1,548 23,044 48,100 13,685 6,087 agreement to sell in 2Q19. Also includes 2023 105,224 10 25,318 41,442 37,951 — 513 10 properties where renewal was exercised by tenant on July 1, 2019. 2024 52,486 5 2,434 11,161 30,433 8,458 — (4) Reflects the earliest point at which there 2025 109,028 11 2,803 44,299 61,925 — — is no prepayment penalty. 2026 43,035 4 4,397 25,218 13,420 — — 2027 65,210 6 12,590 35,624 16,996 — — 2028 85,106 8 40,658 15,253 29,195 — — Thereafter(3) 167,160 16 73,021 54,259 35,873 4,007 — $ 1,023,935 100 $ 184,821 $ 331,496 $ 446,553 $ 51,526 $ 9,538 26 Return to TOC
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 a data point % of Weighted representing two Sunrise properties that are planned to convert to SHOP in the Total Cash NOI Average second half of 2019 and includes a renewal exercised July 1, 2019. and Interest # of Leases/ Maturity in Facility EBITDAR CFC Income Data Points Years Guaranty(4) (2) Multiple leases with Brookdale were combined into a single master lease with varying maturities. The varying maturities are reflected in the graph based on their Less than 1.0x 5.8 10 5.6 100.0% renewal terms. 1.00x - 1.25x 6.6 5 8.4 66.7% (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 10.8 100.0% occupancy. 1.51x and above 2.3 3 4.8 100.0% (4) Represents the percentage of total Cash NOI supported by a corporate guaranty. 27 Return to TOC
Senior Housing Triple-net As of and for the quarter ended June 30, 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(1)(2) 103 $ 1,736,340 $ 47,902 10,108 84.6 $ 5,580 1.17x 1.00x CCRC 2 256,104 5,905 1,055 86.9 6,252 1.37x 1.17x Total 105 $ 1,992,445 $ 53,807 11,163 84.8 $ 5,646 1.19x 1.02x Facility Facility Property Occupancy REVPOR EBITDARM EBITDAR Operator Investment Cash NOI Count Units % Triple-Net CFC CFC Brookdale Senior Living $ 787,257 $ 18,910 43 4,726 87.0 $ 5,383 1.20x 1.02x Sunrise Senior Living(1)(3) 584,456 18,834 15 2,448 85.5 6,912 1.37x 1.17x Aegis Living 182,152 4,666 10 702 89.6 8,822 1.44x 1.26x Capital Senior Living 181,988 4,534 15 1,505 82.0 3,279 1.01x 0.87x Harbor Retirement Associates(2) 183,562 4,457 12 1,187 78.4 5,807 1.07x 0.92x Remaining 73,029 2,406 10 595 78.4 4,406 0.75x 0.59x Total $ 1,992,445 $ 53,807 105 11,163 84.8 $ 5,646 1.19x 1.02x (1) Sunrise Senior Living and Total EBITDARM and EBITDAR CFC exclude eleven properties that are expected to sell and two properties that are expected to convert to SHOP in the second half of 2019. (2) Harbor Retirement Associates and Total EBITDARM and EBITDAR CFC exclude four properties that are expected to sell in the second half of 2019. (3) Includes Cash NOI for fifteen properties that converted to SHOP at quarter end. Property count, Investment, and units for these properties are reflected in SHOP. Going forward the Cash NOI will be reflected in SHOP. 28 Return to TOC
Senior Housing Triple-net Same Property Portfolio Dollars in thousands, except REVPOR 2Q18 3Q18 4Q18 1Q19 2Q19 Property count 103 103 103 103 103 Investment $ 1,971,541 $ 1,975,852 $ 1,978,066 $ 1,979,071 $ 1,973,301 Units 11,046 11,049 11,035 11,038 11,043 Occupancy % 86.4 85.4 85.2 85.5 85.0 REVPOR Triple-net $ 5,558 $ 5,578 $ 5,577 $ 5,572 $ 5,657 Facility EBITDARM CFC(1) 1.30x 1.28x 1.26x 1.23x 1.19x Facility EBITDAR CFC(1) 1.12x 1.11x 1.09x 1.05x 1.02x Real Estate Revenues $ 45,730 $ 45,977 $ 46,952 $ 45,917 $ 46,630 Operating Expenses (65) (70) (95) (79) (80) NOI $ 45,665 $ 45,907 $ 46,856 $ 45,838 $ 46,550 Cash Real Estate Revenues $ 45,523 $ 45,350 $ 47,905 $ 43,749 $ 46,947 Cash Operating Expenses (51) (56) (81) (65) (66) Cash NOI $ 45,472 $ 45,293 $ 47,824 $ 43,684 $ 46,881 Year-Over-Year Three-Month SPP Growth 3.1% (1) EBITDARM and EBITDAR CFC exclude fifteen properties that are expected to sell or convert to SHOP in the second half of 2019. 29 Return to TOC
Senior Housing Triple-net New Supply As of and for the quarter ended June 30, 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 12.0 $ 63 $ 218 4.0 Washington, DC 1,189 $ 6,569 12.2 4 / 430 $ 831 20.5 9.4 121 541 2.7 New York, NY 737 4,349 8.1 1 / 81 527 11.6 3.1 94 554 3.6 Philadelphia, PA 542 3,113 5.8 -- / -- — 3.0 15.7 100 331 3.0 Los Angeles, CA 385 2,603 4.8 1 / 40 493 14.8 7.2 92 764 3.7 Portland, OR 896 2,334 4.3 1 / 224 454 19.8 27.2 72 347 3.9 Denver, CO 413 2,186 4.1 2 / 241 1,423 15.7 19.1 80 441 3.0 Jacksonville, FL 486 2,093 3.9 2 / 500 1,665 23.1 24.6 62 225 2.8 Seattle, WA 314 1,973 3.7 3 / 222 576 15.5 13.7 96 626 3.3 San Francisco, CA 214 1,813 3.4 -- / -- — 15.1 10.5 115 848 2.7 Dallas, TX 633 1,788 3.3 2 / 153 504 23.8 15.4 83 199 3.4 Austin, TX 269 1,582 2.9 -- / -- — 17.9 17.1 77 463 2.8 Sebastian, FL 298 1,502 2.8 1 / 11 521 14.6 10.8 57 243 5.1 Chicago, IL 285 1,306 2.4 -- / -- — 12.6 6.3 76 242 3.6 Providence, RI 276 1,288 2.4 -- / -- — 11.5 11.1 64 326 4.0 Charlotte, NC 451 1,241 2.3 2 / 197 416 24.2 17.5 70 245 3.5 Baltimore, MD 151 1,128 2.1 1 / 88 672 10.8 10.0 91 359 3.4 Tucson, AZ 282 935 1.7 -- / -- — 14.9 33.2 67 306 3.1 Sacramento, CA 272 909 1.7 -- / -- — 13.4 12.5 67 337 4.1 Atlanta, GA 282 843 1.6 1 / 173 303 22.8 13.8 77 298 2.9 Raleigh, NC 184 681 1.3 -- / -- — 26.9 24.1 67 328 2.9 Remaining 3,763 13,569 25.2 11 / 1,224 2,691 15.1 9.8 71 269 3.5 Total 12,322 $ 53,807 100.0 32 / 3,584 $ 11,076 14.6 10.3 $ 84 $ 398 3.3 % of Total Cash NOI and Interest Income 4.0% (1) Includes units and Cash NOI for fifteen properties operated by Sunrise Senior Living 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 June 30, 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. 30 Return to TOC
SHOP(1) As of and for the quarter ended June 30, 2019, dollars in thousands, except REVPOR INVESTMENTS Property REVPOR Count Investment Cash NOI Units Occupancy % SHOP Operator Brookdale Senior Living 26 $ 855,560 $ 12,945 4,037 84.9 $ 3,960 Sunrise Senior Living(1) 39 923,126 7,685 3,855 81.2 6,826 Atria Senior Living 27 574,989 7,437 3,542 82.8 4,390 Discovery Senior Living 11 486,209 4,109 1,542 79.1 4,323 Oakmont Senior Living(2) 7 280,381 3,727 669 — — Remaining 25 514,642 4,480 2,398 79.0 5,299 Total 135 $ 3,634,908 $ 40,382 16,043 81.9 $ 4,927 TOTAL OPERATING PORTFOLIO 2Q18 3Q18 4Q18 1Q19 2Q19 Property count 102 97 93 102 135 Investment $ 2,500,375 $ 2,462,108 $ 2,228,265 $ 2,556,785 $ 3,634,908 Units 13,527 12,995 11,708 12,807 16,043 Occupancy % 84.6 84.2 83.0 82.6 81.9 REVPOR SHOP $ 4,027 $ 4,089 $ 4,259 $ 4,586 $ 4,927 Real Estate Revenues $ 138,352 $ 137,044 $ 127,909 $ 126,181 $ 177,001 Operating Expenses (101,767) (106,182) (104,617) (96,948) (137,460) NOI $ 36,585 $ 30,863 $ 23,292 $ 29,233 $ 39,542 Cash Real Estate Revenues $ 136,700 $ 137,815 $ 127,950 $ 127,149 $ 178,129 Cash Operating Expenses (100,239) (105,576) (101,428) (96,764) (137,747) Cash NOI $ 36,461 $ 32,240 $ 26,522 $ 30,385 $ 40,382 Cash NOI Margin % 26.7 23.4 20.7 23.9 22.7 (1) Includes property count, Investment, and units for fifteen properties that converted from senior housing triple-net in the quarter. Cash NOI for these properties is reflected in senior housing triple-net. (2) Occupancy and REVPOR SHOP are not presented as the portfolio was not held as SHOP for the full quarter. Three properties were acquired and four properties were transitioned from senior housing triple-net during the quarter. 31 Return to TOC
SHOP MSA As of and for the quarter ended June 30, 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 $ 348,144 $ 6,046 15.0 311 1,723 86.0 $ 4,839 $ 2,814 Chicago, IL 187,099 3,034 7.5 250 659 82.0 6,776 4,648 New York, NY 196,128 2,593 6.4 639 — 89.0 8,229 — Denver, CO 175,513 2,331 5.8 154 437 85.3 4,903 4,149 Washington, DC 278,586 2,022 5.0 973 100 79.9 6,635 — Dallas, TX 119,664 1,845 4.6 287 391 86.8 4,211 2,925 Miami, FL 253,831 1,730 4.3 1,282 224 85.4 4,365 — Baltimore, MD 141,686 1,298 3.2 463 — 76.7 6,433 — San Francisco, CA 75,234 1,190 2.9 197 — N/A — — Memphis, TN 72,600 1,139 2.8 — 182 93.7 — 6,210 Sarasota, FL 79,200 1,104 2.7 126 164 94.1 4,387 — Melbourne, FL 75,548 1,089 2.7 — 163 93.8 — 5,010 Sacramento, CA 96,797 1,020 2.5 158 — N/A — — Boston, MA 58,325 985 2.4 177 — 86.8 7,518 — Riverside, CA 75,991 936 2.3 312 — N/A — — Victoria, TX 17,848 914 2.3 — 195 87.1 — 4,461 Phoenix, AZ 42,844 913 2.3 — 211 89.0 — 4,144 Austin, TX 38,732 848 2.1 136 — 98.2 5,446 — Dayton, OH 32,155 796 2.0 175 — 89.3 5,555 — Richmond, VA 50,343 774 1.9 204 — N/A — — Remaining 1,218,642 7,774 19.3 4,743 1,007 76.3 5,367 4,221 Total $ 3,634,908 $ 40,382 100.0 10,587 5,456 81.9 $ 5,571 $ 3,816 (1) Units and REVPOR SHOP are based on the majority type within each community. AL includes needs-based care, such as memory care. 32 Return to TOC
SHOP Same Property Portfolio Dollars in thousands, except REVPOR CORE Sequential Year-Over- 2Q18 3Q18 4Q18 1Q19 2Q19 Growth Year Growth Property count 28 28 28 28 28 — — Investment $ 962,336 $ 967,253 $ 977,822 $ 981,180 $ 987,207 0.6 % 2.6 % Units 3,941 3,936 3,936 3,935 3,936 — % (0.1)% Occupancy % 89.9 90.0 89.8 88.1 87.3 (0.8%) (2.6%) REVPOR SHOP $ 4,245 $ 4,259 $ 4,257 $ 4,419 $ 4,442 0.5% 4.6 % Real Estate Revenues $ 45,074 $ 45,150 $ 45,195 $ 45,572 $ 45,594 —% 1.2 % Operating Expenses (29,151) (29,475) (30,352) (29,945) (29,621) (1.1%) 1.6 % NOI $ 15,923 $ 15,674 $ 14,843 $ 15,627 $ 15,973 2.2% 0.3% Cash Real Estate Revenues $ 45,109 $ 45,247 $ 45,118 $ 45,940 $ 45,782 (0.3%) 1.5 % Cash Operating Expenses (29,128) (29,501) (29,678) (30,139) (29,749) (1.3%) 2.1 % Cash NOI $ 15,982 $ 15,746 $ 15,440 $ 15,801 $ 16,033 1.5% 0.3% Cash NOI Margin % 35.4 34.8 34.2 34.4 35.0 0.6% (0.4%) TRANSITION(1) Sequential Year-Over- 2Q18 3Q18 4Q18 1Q19 2Q19 Growth Year Growth Property count 11 11 11 11 11 — — Investment $ 273,614 $ 274,732 $ 278,529 $ 277,212 $ 278,572 0.5% 1.8 % Units 1,500 1,501 1,501 1,502 1,502 — % 0.1 % Occupancy % 87.8 87.1 88.2 87.8 86.8 (1.0%) (1.0%) REVPOR SHOP $ 4,168 $ 4,101 $ 4,010 $ 4,231 $ 4,211 (0.5%) 1.0 % Real Estate Revenues $ 16,582 $ 15,924 $ 15,983 $ 16,661 $ 16,448 (1.3%) (0.8%) Operating Expenses (11,922) (11,637) (12,419) (11,703) (11,951) 2.1% 0.2% NOI $ 4,660 $ 4,287 $ 3,565 $ 4,958 $ 4,497 (9.3%) (3.5%) Cash Real Estate Revenues $ 16,480 $ 16,093 $ 15,919 $ 16,733 $ 16,469 (1.6%) (0.1%) Cash Operating Expenses (11,419) (11,656) (12,005) (11,703) (11,951) 2.1% 4.7 % Cash NOI $ 5,062 $ 4,437 $ 3,914 $ 5,030 $ 4,517 (10.2%) (10.8%) Cash NOI Margin % 30.7 27.6 24.6 30.1 27.4 (2.7%) (3.3%) (1) Represents properties previously managed by Brookdale Senior Living that have transitioned to new operators in accordance with the Brookdale Transaction. Refer to the 4Q17 Earnings Release and Supplemental Report for additional information. 33 Return to TOC
SHOP Same Property Portfolio Dollars in thousands, except REVPOR TOTAL Sequential Year-Over- 2Q18 3Q18 4Q18 1Q19 2Q19 Growth Year Growth Property count 39 39 39 39 39 — — Investment $ 1,235,950 $ 1,241,985 $ 1,256,350 $ 1,258,392 $ 1,265,778 0.6 % 2.4 % Units 5,441 5,437 5,437 5,437 5,438 — % (0.1)% Occupancy % 89.4 89.2 89.3 88.0 87.2 (0.8%) (2.2%) REVPOR SHOP $ 4,224 $ 4,217 $ 4,190 $ 4,368 $ 4,378 0.2% 3.6 % Real Estate Revenues $ 61,656 $ 61,074 $ 61,179 $ 62,233 $ 62,042 (0.3%) 0.6% Operating Expenses (41,074) (41,113) (42,771) (41,648) (41,572) (0.2%) 1.2% NOI $ 20,582 $ 19,961 $ 18,408 $ 20,585 $ 20,470 (0.6%) (0.5%) Cash Real Estate Revenues $ 61,590 $ 61,340 $ 61,036 $ 62,673 $ 62,251 (0.7%) 1.1 % Cash Operating Expenses (40,547) (41,157) (41,683) (41,841) (41,700) (0.3%) 2.8 % Cash NOI $ 21,043 $ 20,183 $ 19,353 $ 20,831 $ 20,550 (1.3%) (2.3%) Cash NOI Margin % 34.2 32.9 31.7 33.2 33.0 (0.2%) (1.2%) The Solana Deer Park Deer Park, IL 3434 Return to TOC
SHOP New Supply As of and for the quarter ended June 30, 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 12.0 $ 63 $ 218 4.0 Houston, TX 2,034 $ 6,046 15.0 4 / 792 $ 3,963 23.9 19.3 93 314 3.1 Chicago, IL 909 3,034 7.5 2 / 342 261 15.7 17.1 109 329 3.6 New York, NY 409 2,593 6.4 2 / 142 764 11.2 7.9 116 495 3.4 Denver, CO 591 2,331 5.8 3 / 571 1,205 16.0 16.9 68 392 3.2 Washington, DC 608 2,022 5.0 7 / 723 1,347 16.2 7.3 114 442 3.0 Dallas, TX 678 1,845 4.6 2 / 250 660 24.7 16.4 70 196 3.8 Miami, FL 1,506 1,730 4.3 4 / 471 535 11.3 9.6 64 252 3.8 Baltimore, MD 463 1,298 3.2 -- / -- — 18.1 7.2 99 343 3.5 San Francisco, CA 197 1,190 2.9 -- / -- — 15.6 11.4 92 680 3.3 Memphis, TN 182 1,139 2.8 2 / 343 1,139 17.9 23.4 83 236 2.5 Sarasota, FL 290 1,104 2.7 2 / 106 520 14.0 10.3 56 221 3.4 Melbourne, FL 163 1,089 2.7 -- / -- — 14.4 7.9 62 222 3.1 Sacramento, CA 158 1,020 2.5 3 / 216 1,020 16.0 16.4 87 412 3.4 Boston, MA 177 985 2.4 -- / -- — 10.5 11.0 91 602 2.2 Riverside, CA 312 936 2.3 -- / -- — 19.3 5.6 88 454 4.0 Victoria, TX 195 914 2.3 -- / -- — 10.9 — 69 154 3.6 Phoenix, AZ 211 913 2.3 1 / 128 913 19.8 14.8 57 226 4.2 Austin, TX 136 848 2.1 1 / 90 427 29.0 23.8 65 240 3.4 Dayton, OH 175 796 2.0 -- / -- — 10.5 13.0 70 172 2.9 Richmond, VA 204 774 1.9 1 / 42 774 15.2 30.6 104 363 2.2 Remaining 5,286 7,774 19.3 17 / 1,497 1,319 14.3 14.1 74 321 3.3 Total 14,884 $ 40,382 100.0 51 / 5,713 $ 14,847 16.3 13.9 $ 84 $ 338 3.3 % of Total Cash NOI and Interest Income 5.4% (1) Excludes fifteen properties operated by Sunrise Senior Living 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 June 30, 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. 35 Return to TOC
Life Science As of and for the quarter ended June 30, 2019, dollars and square feet in thousands INVESTMENTS(1) Property Cash Square Occupancy MSA Count Investment NOI Feet % San Francisco, CA 75 $ 3,119,553 $ 52,371 4,612 95.7 San Diego, CA 30 820,667 14,340 2,009 96.1 Boston, MA 3 315,926 4,700 462 100.0 Remaining 7 146,615 3,091 476 100.0 115 $ 4,402,761 $ 74,502 7,559 96.3 SAME PROPERTY PORTFOLIO 2Q18 3Q18 4Q18 1Q19 2Q19 Property Count 95 95 95 95 95 Investment $ 3,051,682 $ 3,068,026 $ 3,079,334 $ 3,084,245 $ 3,095,780 Square Feet 5,821 5,822 5,822 5,822 5,820 Occupancy % 95.0 95.8 96.2 96.8 95.3 Real Estate Revenues $ 70,924 $ 73,745 $ 74,100 $ 74,005 $ 76,519 Operating Expenses (16,441) (17,624) (17,658) (16,526) (18,007) NOI $ 54,483 $ 56,121 $ 56,442 $ 57,479 $ 58,512 Cash Real Estate Revenues $ 70,162 $ 72,811 $ 73,198 $ 73,221 $ 74,985 Cash Operating Expenses (16,424) (17,611) (17,645) (16,513) (17,994) Cash NOI $ 53,739 $ 55,200 $ 55,553 $ 56,709 $ 56,992 Year-Over-Year Three-Month SPP Growth % 6.1% (1) Excludes eleven properties that are in Development. 36 Return to TOC
Life Science As of June 30, 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) 407 6 $ 14,002 4 166 $ 5,966 162 $ 4,658 80 $ 3,378 — $ — 2020 458 6 18,169 5 307 12,275 114 4,220 37 1,674 — — 2021 792 11 49,025 15 645 43,653 147 5,372 — — — — 2022 642 9 23,044 7 223 9,608 348 11,454 — — 70 1,982 2023 695 10 41,442 13 571 36,108 97 3,918 27 1,416 — — Thereafter 4,288 59 185,814 56 2,502 129,545 1,062 29,539 318 14,248 406 12,481 7,283 100 $ 331,496 100 4,414 $ 237,155 1,931 $ 59,161 462 $ 20,716 476 $ 14,463 TENANT CONCENTRATION Leased Square Feet Annualized Base Rent(1) Remaining Lease Term % of % of Credit in Years Amount Total Amount Total Rating Amgen 3.2 684 9 $ 51,143 15 A University, Government, Myriad Genetics 5.9 359 5 11,033 3 — Public Biotech / Research 4% Rigel Pharmaceuticals 3.6 147 2 9,351 3 — Medical Device 52% Denali Therapeutics 9.8 148 2 9,148 3 — Office and AstraZeneca Pharmaceuticals 7.7 156 2 8,558 3 BBB+ R&D 9% NuVasive 15.0 224 3 8,123 2 — Pharma General Atomics 11.3 510 7 7,613 2 — Private 14% Biotech / Shire 9.3 184 3 7,264 2 BBB+ Medical Device Five Prime 8.5 115 2 7,025 2 — 21% Alector 9.8 105 1 6,483 2 — Remaining 5.3 4,651 64 205,753 62 5.8 7,283 100 $ 331,496 100 (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. 37 Return to TOC
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 March 31, 2019 6,686 $ 43.71 Acquisitions 427 46.67 Dispositions (36) 16.13 Developments 289 61.87 Redevelopments placed in service 84 58.43 Properties placed into redevelopment (83) 30.62 Expirations (262) 46.13 Renewals, amendments and extensions 224 46.73 10.7 $ 7.60 $ 6.24 46 76.5% New leases 119 34.63 49.57 13.34 120 Terminations (165) 33.83 Leased Square Feet as of June 30, 2019 7,283 $ 45.52 Torrey Pines Science Park San Diego, CA 38 Return to TOC
Medical Office As of and for the quarter ended June 30, 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 25 $ 710,223 $ 16,570 93.4 1,849 1,352 265 54 2,114 1,406 17 Houston, TX 29 565,250 9,791 91.0 1,320 1,365 287 — 1,606 1,365 14 Seattle, WA 6 226,743 6,275 93.5 667 — — — 667 — 3 Denver, CO 16 285,710 5,730 88.2 1,077 — 35 — 1,113 — 5 Nashville, TN 14 176,040 4,506 92.4 1,290 10 — — 1,290 10 6 Louisville, KY 11 218,531 4,252 93.4 565 17 447 15 1,012 32 5 Greenville, SC 15 294,606 3,982 99.4 232 560 12 45 244 604 4 Salt Lake City, UT 13 150,420 3,225 91.1 434 63 261 7 695 71 4 Philadelphia, PA 3 372,187 3,132 85.2 700 — 217 90 917 90 5 Phoenix, AZ 13 184,452 2,784 90.5 519 — 207 — 726 — 4 San Diego, CA 5 110,226 2,300 98.3 — 176 155 — 155 176 2 Miami, FL 10 99,139 2,232 86.1 499 — — 30 499 30 3 Las Vegas, NV 7 124,832 1,788 83.2 536 — — — 536 — 3 Kansas City, MO 4 94,421 1,626 96.8 299 — — 8 299 8 1 Ogden, UT 9 63,912 1,285 86.6 269 — 13 68 282 68 2 San Antonio, TX 4 71,479 1,280 79.2 354 — — — 354 — 2 Los Angeles, CA 4 65,578 1,203 88.4 106 — 97 — 202 — 1 Fresno, CA 1 59,689 1,193 100.0 — 56 — — — 56 — Sacramento, CA 2 75,361 1,029 99.0 — — 29 92 29 92 1 Washington, DC 3 66,045 981 87.8 55 29 99 — 154 29 1 Remaining 70 879,878 15,386 95.2 1,735 1,243 422 399 2,157 1,642 18 264 $ 4,894,723 $ 90,548 92.0 12,504 4,871 2,546 807 15,050 5,678 100 (1) Excludes four properties that are in Development. (2) Includes 7.5 million square feet subject to ground leases with average expirations of 57 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). 39 Return to TOC
Medical Office As of and for the quarter ended June 30, 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 8,734 60 236 — 9,030 43.6 22.5 23.2 Memorial Hermann Health System 42 A1 1,709 80 — — 1,788 8.6 8.3 4.5 Community Health Systems, Inc. 10 Caa3 1,189 51 — — 1,239 6.0 5.6 3.8 Greenville Health System 71 A2 792 57 — — 848 4.1 4.1 3.5 Norton Healthcare 121 — 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 1.5 1.4 Remaining - credit rated 2,228 719 507 — 3,454 16.7 Non-credit rated 330 193 56 1,053 1,631 7.9 Total 17,375 1,174 1,127 1,053 20,728 100.0 48.1 43.6 % of Total 83.8 5.7 5.4 5.1 Total Healthcare Affiliated 94.9% LEASING ACTIVITY Annualized HCP Tenant Leased Base Rent % Change in Improvements Leasing Costs Average Lease Retention Square Feet Per Sq. Ft. Cash Rents(3) per Sq. Ft. per Sq. Ft. Term (Months) Rate YTD Leased Square Feet as of March 31, 2019 19,108 $ 24.27 Acquisitions 38 25.30 Dispositions (112) 18.45 Expirations (415) 25.47 Renewals, amendments and extensions 332 26.35 3.4 $ 9.03 $ 3.36 49 80.0% New leases 152 25.36 30.44 7.80 85 Terminations (36) 24.08 Leased Square Feet as of June 30, 2019 19,067 $ 24.50 (1) Ranked by revenue based on the 2018 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, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease. 40 Return to TOC
Medical Office As of and for the quarter ended June 30, 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) 1,560 8 $ 40,326 9 1,235 $ 32,687 326 $ 7,639 2020 2,469 13 64,904 15 2,172 58,075 297 6,828 2021 2,033 11 52,096 12 1,734 44,637 300 7,459 2022 1,931 10 49,817 11 1,512 38,891 419 10,926 2023 1,593 8 41,602 9 1,315 34,502 279 7,101 Thereafter 9,349 49 197,809 44 7,973 165,228 1,376 32,580 18,935 100 $ 446,553 100 15,940 $ 374,020 2,995 $ 72,533 SAME PROPERTY PORTFOLIO 2Q18 3Q18 4Q18 1Q19 2Q19 Property Count 237 237 237 237 237 Investment $ 4,096,973 $ 4,116,656 $ 4,153,848 $ 4,169,627 $ 4,183,639 Square feet 18,745 18,728 18,778 18,780 18,783 Occupancy % 92.3 92.4 92.6 92.4 92.5 Real Estate Revenues $ 123,887 $ 126,069 $ 124,297 $ 126,834 $ 126,653 Operating Expenses (43,320) (44,846) (42,466) (43,220) (44,059) NOI $ 80,567 $ 81,223 $ 81,832 $ 83,614 $ 82,594 Cash Real Estate Revenues $ 121,434 $ 124,208 $ 122,409 $ 124,777 $ 125,172 Cash Operating Expenses (42,638) (44,167) (41,746) (42,511) (43,351) Cash NOI $ 78,796 $ 80,041 $ 80,663 $ 82,266 $ 81,820 Year-Over-Year Three-Month SPP Growth % 3.8% (1) Excludes 132,000 square feet and annualized base revenue of $2.9 million related to six assets held for sale at June 30, 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. 41 Return to TOC
Other Wholly-owned As of and for the quarter ended June 30, 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 $ 12,651 1,310 50.0 3.49x 3.15x CFC excludes data for one post-acute/skilled property. Post-acute/skilled 1 17,909 320 120 92.1 2.06x 1.68x (2) Investment represents fundings under the Total Leased Properties 13 $ 321,500 $ 12,971 $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) $ 83,964 $ 1,173 6.5% 3.5 Remaining 60,069 1,241 8.3% 2.6 Total Debt Investments $ 144,033 $ 2,414 7.3% 3.2 SAME PROPERTY PORTFOLIO 2Q18 3Q18 4Q18 1Q19 2Q19 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) 51.2 47.9 46.2 47.2 50.0 Facility EBITDARM CFC(1) 3.47x 3.66x 3.44x 3.33x 3.49x Facility EBITDAR CFC(1) 3.13x 3.32x 3.10x 2.99x 3.15x Real Estate Revenues $ 12,561 $ 12,648 $ 12,664 $ 12,700 $ 12,764 Operating Expenses (17) (8) (26) (7) (7) NOI $ 12,544 $ 12,640 $ 12,638 $ 12,694 $ 12,756 Cash Real Estate Revenues $ 12,680 $ 12,838 $ 12,858 $ 12,895 $ 12,982 Cash Operating Expenses (17) (8) (26) (7) (7) Cash NOI $ 12,663 $ 12,830 $ 12,833 $ 12,888 $ 12,974 Year-Over-Year Three-Month SPP Growth 2.5% 42 Return to TOC
Other Unconsolidated JVs(1) As of and for the quarter ended June 30, 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 $ 2,317,085 $ 1,509,194 $ 238,232 $ 508,605 $ 51,478 $ 9,576 Joint ventures' mortgage debt 1,026,274 608,216 129,829 285,644 — 2,585 Property count 98 15 9 68 3 3 Capacity 7,270 Units 932 Units 3,586 Beds 294 Sq. Ft. 360 Beds Occupancy % 85.7 88.0 88.8 77.0 77.4 Total revenues $ 130,670 $ 107,826 $ 10,214 $ 10,459 $ 1,725 $ 446 Operating expenses (94,807) (86,640) (7,291) — (861) (15) NOI $ 35,863 $ 21,186 $ 2,923 $ 10,459 $ 864 $ 431 Depreciation and amortization (31,458) (25,380) (1,939) (3,535) (533) (71) General and administrative expenses (1,030) (68) (26) (863) (71) (2) Interest expense and other (11,596) (6,070) (1,692) (3,764) — (70) Net income (loss) $ (8,221) $ (10,332) $ (734) $ 2,297 $ 260 $ 288 Depreciation and amortization 31,458 25,380 1,939 3,535 533 71 NAREIT FFO $ 23,237 $ 15,048 $ 1,205 $ 5,832 $ 793 $ 359 Non-refundable Entrance Fee sales, net(2) 9,887 9,887 — — — — Non-cash adjustments to NOI (813) (68) 110 (879) 24 — Non-cash adjustments to net income 847 264 45 536 — 2 FAD capital expenditures (2,179) (1,830) (296) — (53) — FAD $ 30,979 $ 23,301 $ 1,064 $ 5,489 $ 764 $ 361 HCP's SHARE OF UNCONSOLIDATED JVs HCP's ownership percentage 49% 41% - 90% 49% 20% - 67% 80% HCP's net equity investment(3) $ 321,534 $ 158,956 $ 50,537 $ 100,582 $ 9,963 $ 1,496 HCP's preferred equity investment(4) 3,266 — 3,266 — — — Mortgage debt(3) 318,442 102,305 76,172 139,965 — — NOI 17,771 10,381 1,492 5,125 428 345 Cash NOI 22,142 15,126 1,549 4,694 428 345 Net income (loss)(3) (1,506) (2,568) (744) 1,363 212 231 NAREIT FFO(3) 13,617 9,437 388 3,093 411 288 FAD(3) 17,360 13,439 311 2,925 396 289 (1) Excludes land held for development and includes one senior housing development. (2) Includes $19.4 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 $9.5 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 $191 million of debt funded by HCP at the CCRC JV. (4) Represents preferred interest earning 10% return in a Discovery Senior Living development investment. 43 Return to TOC
Other Unconsolidated JV Capital Represents HCP's pro rata share of unconsolidated JVs for the three and six months ended June 30, 2019, dollars in thousands UNCONSOLIDATED JV CAPITAL Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 FAD capital expenditures $ 1,074 $ 2,246 Revenue enhancing capital expenditures 3,014 6,267 Tenant improvements - 1st generation (4) 4 Development 4,233 6,381 Capitalized interest 180 341 Total capital expenditures $ 8,496 $ 15,239 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 $ 18,528 $ 5,089 $ 23,617 79 3Q17 4Q19 2Q21 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 $ 2,341 Brandywine Philadelphia, PA Senior housing 8 67 797 11 141 $ 3,138 44 Return to TOC
Other CCRC JV Dollars in thousands, except REVPOR CCRC JV 2Q18 3Q18 4Q18 1Q19 2Q19 Property count 15 15 15 15 15 Units 7,262 7,268 7,273 7,269 7,270 Occupancy % 85.8 85.5 85.7 85.8 85.7 REVPOR(1) $ 5,132 $ 5,188 $ 5,206 $ 5,208 $ 5,262 HCP's SHARE OF CCRC JV Investment $ 718,920 $ 723,044 $ 729,503 $ 733,817 $ 739,505 Cash Real Estate Revenues excluding Cash NREFs, net $ 46,983 $ 47,370 $ 47,682 $ 47,728 $ 48,188 Cash NREFs, net(2) 7,186 10,299 8,687 7,767 9,226 Cash Operating Expenses (40,980) (42,095) (42,126) (41,181) (42,288) Cash NOI $ 13,189 $ 15,574 $ 14,243 $ 14,315 $ 15,126 Margin % including NREFs, net 24.2 26.8 25.1 25.7 26.2 Year-Over-Year Three-Month Growth 14.7% (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. 45 Return to TOC
2019 Guidance Projected full year 2019, dollars in millions, except per share amounts Full Year 2019 Guidance (July 31, 2019) Net income, FFO and FFO as Adjusted per Share Guidance Diluted earnings per common share $0.15 - $0.21 Diluted NAREIT FFO per common share $1.62 - $1.66 Diluted FFO as adjusted per common share $1.73 - $1.77 Annualized dividend per share $1.48 Year-Over-Year SPP Cash NOI Guidance Total Portfolio 2.0% - 3.0% 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)(1) 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 NAREIT FFO $48 - $56 (1) Includes HCP's Share of Unconsolidated JVs. 46 Return to TOC
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 represent 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 represent 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 Completion Date - Development/Redevelopment and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the For Developments, management’s estimate of the period the core and shell structure improvements same 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. 47 Return to TOC
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. 48 Return to TOC
Glossary Net Debt* Real Estate Revenues* Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our Real Estate Revenues include rental related revenues, tenant recoveries, resident fees and services consolidated financial statements and our pro rata share of cash and cash equivalents from our and income from 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 Portfolio Income* when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs. 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). 49 Return to TOC
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. 50 Return to TOC
Adjusted EBITDAre and Adjusted Debt Ratios Fixed Charge Coverage Dollars in thousands NET INCOME TO ADJUSTED EBITDAre Three Months Ended June 30, 2019 Net income (loss) $ (9,980) Interest expense 56,942 Income tax expense (benefit) (1,864) Depreciation and amortization 165,296 Other depreciation and amortization 2,092 Loss (gain) on sales of real estate, net (11,448) Loss (gain) upon consolidation of real estate, net (12,817) Impairments (recoveries) of depreciable real estate, net 58,391 HCP’s share of unconsolidated JV: Interest expense 4,214 Income tax expense (benefit) 148 Depreciation and amortization 15,123 Other JV adjustments (127) EBITDAre $ 265,970 Transaction-related items 6,435 Other impairments (recoveries) and losses (gains), net 10,147 Severance and related charges 3,728 Loss on debt extinguishments 1,135 Litigation costs (recoveries) (527) Casualty-related charges (recoveries), net (6,579) Amortization of deferred compensation 4,308 Foreign currency remeasurement losses (gains) (159) CCRC entrance fees 4,845 Adjusted EBITDAre $ 289,303 ADJUSTED FIXED CHARGE COVERAGE Interest expense 56,942 Capitalized interest 7,045 HCP’s share of unconsolidated JV interest expense and capitalized interest 4,297 Fixed Charges $ 68,284 Adjusted Fixed Charge Coverage 4.2x 51 Return to TOC
Debt Ratios As of and for the quarter ended June 30, 2019, dollars in thousands ENTERPRISE DEBT AND NET DEBT June 30, 2019 Bank line of credit $ 530,004 Term loan 248,821 Senior unsecured notes 5,262,694 Mortgage debt(1) 190,233 Other debt 87,211 Consolidated Debt $ 6,318,963 HCP's share of unconsolidated JV mortgage debt 318,442 HCP's share of unconsolidated JV other debt 168,843 Enterprise Debt $ 6,806,248 Cash and cash equivalents (130,521) HCP's share of unconsolidated JV cash and cash equivalents (32,030) Net Debt $ 6,643,697 FINANCIAL LEVERAGE June 30, 2019 Enterprise Debt $ 6,806,248 Enterprise Gross Assets 17,885,667 Financial Leverage 38.1% SECURED DEBT RATIO June 30, 2019 Mortgage debt $ 190,233 (1) Includes mortgage debt of $28.4 million on assets held for HCP's share of unconsolidated JV mortgage debt 318,442 sale that matures in 2044. Enterprise Secured Debt $ 508,675 (2) Represents the current quarter Adjusted EBITDAre multiplied by a factor of four. Enterprise Gross Assets 17,885,667 Secured Debt Ratio 2.8% NET DEBT TO ADJUSTED EBITDAre Three Months Ended June 30, 2019 Net Debt $ 6,643,697 Adjusted EBITDAre 1,157,212 (2) Net Debt to Adjusted EBITDAre 5.7x 52 Return to TOC
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 53 Return to TOC
Medical City Dallas Forward-Looking Statements Dallas, TX & 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 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; (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 manage their expenses in order 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, 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 54 Continued Return to TOC
The Cove Forward-Looking Statements South San Francisco, CA & Risk Factors (continued) and the renewal or rollover of existing leases; the Company’s or its counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; 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. 55 Return to TOC
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 56 Return to TOC