Building Healthy Partnerships Senior Housing Life Science Medical - - PowerPoint PPT Presentation

Building Healthy Partnerships

NAREIT June 7-8, 2016

Senior Housing Life Science Medical Office

1

Expanded Senior Leadership Team

Michael McKee Executive Chairman Kai Hsiao

EVP – Asset Management (former CEO of Holiday Retirement)

Mark Ordan Senior Advisor to HCP Named CEO of SpinCo

Senior Housing Office Platform

Lauralee Martin President and Chief Executive Officer Jon Bergschneider

EVP – Life Science Estates 16 years at HCP

Tom Klaritch

EVP – Medical Office 17 years at HCP

Kendall Young

EVP – Investments

6 years at HCP

Justin Hutchens

Chief Investment Officer

Troy McHenry

General Counsel and Corporate Secretary

LEADERSHIP

Tom Herzog

Chief Financial Officer

(effective June 2016)

2

Overview of Spin-off Transaction

SpinCo | Best Vehicle to Maximize the Value of Our HCRMC Real Estate Transaction Pro Forma HCP | Blue-Chip Healthcare REIT

»

HCP announced the intention to spin off its HCR ManorCare (HCRMC) real estate portfolio in a new, publicly-traded REIT (SpinCo)

»

Pro rata distribution to HCP shareholders; expected to close during the second half of 2016

»

Comprised of HCRMC post-acute and senior housing portfolio and certain other assets

»

One immediate mission: unlock / maximize the value embedded in HCRMC assets  Flexibility to deploy a wider array of strategies than would generally be suitable for HCP

»

Dedicated, experienced and motivated management team  Mark Ordan to join as CEO of SpinCo  Strong alignment with shareholders and incentive to deliver best returns

TRANSACTION SUMMARY

»

Improves HCP’s portfolio quality and growth profile

»

Premier portfolio:  94% portfolio in growth sectors across Senior Housing, Life Science & Medical Office  95% sector-leading private-pay reinforces stability of income stream

»

Financing plan supports a strong, investment-grade balance sheet  Plan reflects mid-6x pro forma leverage with manageable asset sales  Stable private-pay income stream enhances credit quality

»

Expanded executive leadership team with strong sector expertise

3

Maximize Total Value To HCP Shareholders

Diversified, Stable, Growing Cash Flow Maximize Value Embedded in HCRMC Portfolio

» Diversified healthcare real estate platform

with high quality portfolio

» Sector-leading private-pay revenue sources

reinforce stability

» Cost of capital to benefit from increased

stability and growth, positioning HCP for accretive external growth opportunities

» Expanded leadership team with significant

• perating expertise

» Focus on “Building Healthy Partnerships”

strategy to generate off-market investments

» Best vehicle to maximize value of HCRMC

portfolio

» Flexibility to deploy a wider array of strategies

than would generally be suitable for HCP

» Dedicated focus of experienced and aligned

management team

Transaction Rationale and Benefits

RATIONALE FOR TRANSACTION

HCP SpinCo

4

SPINCO OVERVIEW

SpinCo – Poised and Enabled to Maximize Value

Flexible Capital Structure Overview Limited Relationships With HCP Aligned, Experienced Management

» SpinCo to own HCRMC assets(1) and other SNFs currently owned by HCP

 Exact asset list to be determined at time of spin

» Singular goal: maximize value over a reasonable period of time » Poised and enabled to achieve best solution for shareholders

 Structured as a REIT initially  Flexible capital structure  Able to deploy a wide range of strategies  Separately–traded vehicle permits shareholders to choose their level of exposure

» Mark Ordan will join as CEO

 Led turnaround of Sunrise and Mills; healthcare, REIT and spin-off expertise

» Compensation tied to creating value for shareholders » Plan to capitalize SpinCo to provide significant flexibility on executing strategy to

maximize the value of HCRMC real estate

» Frees both HCP and SpinCo to act independently in own best interests » Potential for accretive seller financing at market terms for a limited period of time

(1) The deferred rent obligation under the HCRMC master lease (March 2015 lease amendment) and approximately 9% equity ownership in HCRMC operating company will also be transferred to SpinCo. Proceeds from the pending sales of the 17 non-strategic assets will be distributed to HCP.

5

Transforming HCP’s High Quality Portfolio

Current Pro Forma(1)

Real Estate Average Age Post-Acute / Skilled Private Pay Sources Located in Top 31 MSAs 24 years 26% 80% 66% 21 years N/M 95% 70%

HCP POST SPIN-OFF

Portfolio Transformation Annualized Portfolio Income $1.9Bn $1.4Bn Properties 1,200 862

Triple-net 37% Operating 17% Life Science 21% MOB 19% Hospital 6%

Senior Housing 54%

Triple-net 26% Operating 14% Life Science 15% MOB 14% Hospital 5% Post- Acute/Skilled 26%

Senior Housing 40% (1) Pro forma for the planned spin-off transaction and the announced sale of half of our equity interest in RIDEA II senior housing joint venture. See Appendix for additional information regarding these pro forma adjustments.

6  $735 million in portfolio income  57% located in Top 31 NIC MSAs  Diversified care mix – independent living, assisted living, memory care and CCRC  Largest partner is Brookdale, the largest senior living

• perator in the US; plus a network of quality regional
• perators

Premier Portfolio in Attractive Healthcare Markets

54%

Senior Housing

HCP POST SPIN-OFF

 $290 million in portfolio income (7.4M sq. ft.)  High quality tenant base including Amgen, Genentech and Takeda  Located in 2 of the Top 3 Life Science markets: largest portfolio and development pipeline on the West Coast  Strong occupancy at an all-time high of 98%

Life Science

21%

Amgen

 $260 million in portfolio income (17.2M sq. ft.)  83% located on-campus; 95% affiliated with 200+ healthcare systems  Quality operators including HCA, Memorial Hermann  Strong medical office occupancy of 91%

Medical Office

19%

Represents recently sourced new relationships

Note: Portfolio income is pro forma for the planned spin-off transaction and the announced sale of half of our equity interest in RIDEA II senior housing joint venture. See Appendix for additional information regarding these pro forma adjustments. Excludes Hospitals, representing $90 million, or 6%, of portfolio income.

7

Financing Plan Reinforces Strong Credit Profile

» Targeting to raise +/- $2.75B of total proceeds

from the following:  Cash to HCP from planned new financing raised by SpinCo  Pending RIDEA II senior housing joint venture and financing (see May 9th earnings release)  Additional asset sales and JVs to accelerate de-leveraging efforts

» Proceeds to repay high coupon debt:

 Up to $2.6B of bond and mortgage maturities through end of 2018  6.4% blended interest rate

HCP Financing Plan – Committed to a Strong Balance Sheet

Plan targets Net Debt / EBITDA Mid 6x Level Plan targets Fixed Charge Coverage ~3.75x Plan targets Top 3 Tenants ~40% Concentration

» Sector-leading private-pay portfolio led by Senior Housing, Life Science and Medical Office

 High-quality, diversified cash flows, not dependent on government reimbursement  Complementary triple-net leases and operating business platforms

» Conservative capital structure and strong liquidity

 Financing plan addresses all scheduled maturities through end of 2018 (extending average remaining maturity by 24% to 6.5 years)

HCP POST SPIN-OFF

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HCP’s Compelling Investment Thesis

 High quality healthcare real estate platform  Premier portfolio weighted towards private-pay, higher growth sectors ̶

94% from Senior Housing, Life Science and Medical Office

 Attractive same-store growth from diversified portfolio ̶

Averaging 3.8% since 2010 (excluding HCRMC portfolio)

 Strong portfolio and investment-grade balance sheet support low cost of capital  Expanded leadership team to focus on core business with clear strategy: ̶

Differentiate with operator expertise

̶

Reinforce investment discipline

̶

Diversify relationships

̶

Sustain cost of capital advantage to drive accretive external growth

HCP POST SPIN-OFF

Building Healthy Partnerships with a competitive cost of capital

results in accretive investment growth

9

NEXT STEPS

Announced plan to spin off HCRMC portfolio into SpinCo Obtain new financing for SpinCo

(proceeds distributed to HCP at closing)

File Form 10 with SEC and respond to comments Execute HCP Financing Plan

(including RIDEA II JV & financing and additional non-core asset sales)

Form 10 becomes effective Distribution of SpinCo shares to shareholders; trading begins for SpinCo Transaction expected to close in the second half of 2016

Next Steps

Concurrently:

Senior Housing

HCP’s Brookdale Portfolio Highlights

HCP | The Solana Germantown Operated by Brookdale Germantown, TN

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~Half Triple-Net Leases ~Half Operating Business (RIDEA)

» HCP and BKD share major decisions related to

• perating plan and capital expenditures

» We expect stable and growing cash NOI

performance despite industry headwinds from new supply and wage pressures

» Strong JV alignment (10% to 51% BKD ownership) » No direct credit exposure » Diversified care mix across healthcare spectrum:

IL 29% AL 30% MC 6% SNF 3% CCRC 32%

» All leases guaranteed by Brookdale

 Corporate FCC of 1.4x(1)

» Blended rent coverage of 1.04x » Portfolio is comprised of multiple pools with

staggered lease maturities

» Annual maturities do not exceed 5% until 2023,

and remain below 10% through 2027

(1) Source: Brookdale 1Q16 Supplemental. Adjusted for 5% management fee and capital expenditures @ $350/unit.

Overview of HCP’s Brookdale Portfolio

SENIOR HOUSING

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Brookdale Relationship: Aligned Strategic Initiatives

Optimize

Capital Expenditures

Strengthen

Executive Leadership

Enhance

Portfolio Quality

Streamline

Operations and Asset Management

• Labeed Diab – COO
• Cindy Baier – CFO
• Justin Hutchens – CIO
• Kai Hsiao – EVP Asset Management,

Senior Housing

• Grow RevPAR and ancillary revenues
• Maintain leading cost position
• Improve staff retention and training
• Re-aligned asset management with a regional focus
• Expanded team to better monitor local performance

trends and market analytics

• Invested in same-store RIDEA portfolio, heavily

weighted towards markets with new supply

– Contributed to strong same-store performance in

‘15 & 1Q16; 4.5%-5.5% RIDEA SPP forecasted in 2016

• Exiting 60 assets (including 25 HCP)
• Continue to assess disposition
• pportunities to remove non-core assets
• Divest or transfer assets as appropriate to improve

tenant diversification and coverage

– 25 Brookdale NNN assets in discussion

• Pending sale of half of our equity interest in RIDEA II JV

Brookdale HCP

HCP’s RIDEA Performance : Same-Store Growth and New Supply Markets

Top 3 New Supply Markets(1):



HCP’s largest exposure to new supply is in Houston, Chicago and Miami;

• ur RIDEA portfolio is 91% occupied in these markets



New construction is primarily in assisted living, and our mix is 84% IL in these markets



In these markets, 1Q16 RIDEA NOI was up 7.2% and occupancy was up +140 bps due to well-located assets, high IL concentration and strategic CapEx investments

• Increase focus on development CapEx

(Program Max), which yields strong returns

• Target normalized maintenance CapEx

spend of $1,600-$1,800 per unit

3.9% 9.2% 5.6% 7.2% 0% 5% 10% Occupancy Rate NOI Same-Store Growth Top 3 markets with new supply 1Q16 YoY  +150 bps +140 bps

(1) Where NOI contribution is greater than 5% for each market; see p.26 of HCP’s 1Q16 Supplemental report for additional information.

(1)

SENIOR HOUSING

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Medical Properties

Medical Office Buildings and Hospitals

HCP | 833 Chestnut MOB Philadelphia, PA

14

Hospital Relationships

» $3.6B(1) investments including 228 properties across 28 states

Locations

Proper erty ty Den Density ty Key More than 500,000 SF 250,000 to 500,000 SF 100,000 to 250,000 SF Less than 100,000 SF

NH MA RI NM DE MD OK KS NE SD ND MT WY UT ID AZ NV WA OR KY ME NY PA MI VT VA WV IL NC SC AL MS AR LA MO IA MN WI NJ GA CT CA FL OH IN TN CO TX NY

95% Affiliated 83% On-Campus

HCP’s Medical Office Portfolio

MEDICAL PROPERTIES

(1) Pro forma for the planned spin-off transaction. See Appendix for additional information regarding these pro forma adjustments.

15

HCA 42% 10 Major Health Systems 36% Other 22%

17M

• Sq. Ft.

Recent Expansions and New Investment Grade Relationships Major Health Systems

Premier Health System Affiliations

» Hospital relationships drive leasing, acquisitions & developments » 200+ relationships with health systems

MEDICAL PROPERTIES

Life Science

HCP | The Cove at Oyster Point Development Rendering South San Francisco, CA

17

Premier Life Science Partners

» 86% of NOI comes from public or well-established private companies

Amgen 18% Genentech 8% Rigel 6% LinkedIn 5% Exelixis 5% Google 4% Myriad 3% Takeda 3% General Atomics 3% Other 45%

Recent Expansions and New Investment Grade Relationships

$290M Portfolio Income

Note: percentages are based on annualized revenues for the Life Science segment.

LIFE SCIENCE

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Market in focus: South San Francisco

Source: CBRE, Inc.

0.0% Direct Vacancy 8.2M Sq. Ft. Lab Market 8.2M Sq. Ft. Lab Market

HCP owns nearly 1/3 of market

HCP Existing Properties

HCP Developments The Cove

LIFE SCIENCE

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The Cove at Oyster Point Development

» Premier development site

totaling one million sq. ft. at the gateway to South San Francisco

» Phase I commenced in February

2015: 247,000 sq. ft. in two buildings 50% leased to Denali Therapeutics & CytomX Therapeutics (anticipated delivery 3Q 2016)

» Phase II commenced in

February 2016: 230,000 sq. ft. in two buildings (anticipated delivery 3Q 2017)

» LEED Silver campus with rich

amenity profile, including food service, fitness, meeting space, hotel & retail

LIFE SCIENCE

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This presentation is being presented solely for your information, is subject to change and speaks only as of the date hereof. This presentation and comments made by management do not constitute an offer to sell or the solicitation of an offer to buy any securities of HCP or any investment interest in any business ventures of HCP. This presentation is not complete and is only a summary of the more detailed information included elsewhere, including in HCP’s Securities and Exchange Commission filings. No representation or warranty, expressed or implied is made and no reliance should be placed on the accuracy, fairness or completeness of the information presented. HCP, its affiliates, advisers and representatives accept no liability whatsoever for any losses arising from any information contained in this presentation.

FORWARD-LOOKING STATEMENTS

Statements in this presentation, as well as statements made by management, regarding our planned spin-off transaction, our anticipated sale of half of our equity interest in

• ur RIDEA II senior housing joint venture, and all other statements, including without limitation statements concerning our future economic performance, that are not

historical factual statements 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. We may not complete the spin-off transaction or the RIDEA II equity interest sale, and there are a number of risks and uncertainties that could cause actual results of HCP and SpinCo to differ materially from the forward-looking statements made herein. Any forward-looking statements speak only as of the date

• n which such statements are first made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. We wish to

caution investors not to place undue reliance on any such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factors—many of which are out of HCP’s and its management's control and difficult to forecast— that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, with respect to both HCP and SpinCo, among other things: HCR ManorCare's ability to meet its contractual obligations under the HCR ManorCare lease and risks related to the impact of the U.S. Department of Justice lawsuit against HCR ManorCare, including the possibility of larger than expected litigation costs, adverse results and related developments; our reliance on a concentration of a small number of tenants and operators, for a significant portion of our revenues; the financial weakness of 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 tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; competition for skilled management and other key personnel; availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties; the ability of our own tenants and operators to maintain costs and to compete for skilled management and nurses; our ability to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or we exercise our right to replace an existing tenant or operator upon default; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation; our ability to achieve the benefits of investments, including those investments discussed above, within expected time frames

• r 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; the effect on healthcare providers of legislation addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements; 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

• perators; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our

common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic conditions, and currency exchange rates; changes in the credit ratings on U.S. government debt securities or default or delay in payment by the government of its obligations; our ability to manage our indebtedness level and changes in the terms of such indebtedness; the ability to maintain our qualification as a real estate investment trust; uncertainties as to the completion and timing of the spin-off transaction; the failure to satisfy any conditions to complete the spin-off transaction; the ability of HCP and SpinCo to complete financings related to the spin-off transaction on acceptable terms or at all; the impact of the spin-off transaction on the businesses of HCP and SpinCo; and other risks and uncertainties described from time to time in our filings with the Securities and Exchange

• Commission. We assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or

new or future developments, except as otherwise required by law.

NON-GAAP FINANCIAL MEASURES

This presentation contains certain supplemental non-GAAP financial measures. While HCP believes that non-GAAP financial measures are helpful in evaluating its operating performance, the use of non-GAAP financial measures in this presentation should not be considered in isolation from, or as an alternative for, a measure of financial or

• perating performance as defined by GAAP. You are cautioned that there are inherent limitations associated with the use of each of these supplemental non-GAAP financial

measures as an analytical tool. Additionally, HCP’s computation of non-GAAP financial measures may not be comparable to those reported by other REITs. Reconciliations of the non‐GAAP financial measures to the most directly comparable GAAP financial measures can be found in HCP’s supplemental reports and earnings releases, which are available in the Investor Relations section of its website at www.hcpi.com and in the Appendix to this presentation, as applicable.

Disclaimer

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Appendix

Defin init itio ions

Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization less the value attributable to refundable entrance fee liabilities; and (ii) the carrying amount of direct financing leases (“DFLs”) and debt investments. Investment excludes land held for development and assets held for sale. Investment also includes the Company’s pro rata share of the real estate assets and intangibles held in its unconsolidated joint ventures, presented on the same basis, as of March 31, 2016. Net Operating Income from Continuing Operations (“NOI”) The Company believes Net Operating Income from Continuing Operations (“NOI”) provides investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. The Company uses NOI and cash NOI to make decisions about resource allocations, assess and compare property level performance, and evaluate its same property portfolio (“SPP”), as described below. The Company believes that net income (loss) is the most directly comparable United States (“U.S.”) generally accepted accounting principles (“GAAP”) measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, the Company’s definition of NOI may not be comparable to the definition used by

• ther REITs or real estate companies, as they may use different methodologies for calculating NOI.

NOI is defined as rental and related revenues, including tenant recoveries, resident fees and services, and income from DFLs, less property level operating expenses; NOI excludes all of the other financial statement amounts itemized below (see reconciliation on page 2 of this Appendix). Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles and lease termination fees (non-cash adjustments). Cash NOI is oftentimes referred to as “adjusted NOI.” Portfolio Income Represents Cash NOI from real estate owned by the Company, including noncontrolling interests, interest income from debt investments and the Company’s pro rata share of Cash NOI from real estate held in its unconsolidated joint ventures for the three months ended March 31, 2016. Annualized Portfolio Income represents Portfolio Income for the three months ended March 31, 2016, multiplied by a factor of four. Pro Forma Investment Represents Investment as of March 31, 2016, pro forma for significant transactions that were announced on May 9, 2016, but that have not yet closed. Pro forma adjustments include the following in each respective investment type: (i) ($5.4) billion for the spin-off of the Company’s interests in 338 properties (including 17 facility sales expected to close by the end of 2016 and potentially before completion of the spin off), primarily comprised of its HCRMC DFL investments and its equity investment in HCRMC OpCo (primarily senior housing triple-net and post-acute/skilled) and (ii) ($0.5) billion from the sale of a 40% interest in the RIDEA II joint venture (senior housing operating). Pro Forma Portfolio Income Represents Portfolio Income for the three months ended March 31, 2016, presented on an annualized run-rate basis, pro forma for significant transactions that were announced on May 9, 2016 but that have not yet closed. Pro forma adjustments include the following in each respective segment/sector: (i) ($119.8) million from the planned spin-off of the Company’s interests in 338 properties (including 17 facility sales expected to close by the end of 2016 and potentially before completion of the spin off transaction), primarily comprised of its HCRMC DFL investments and its equity investment in HCRMC OpCo (primarily senior housing-triple net and post-acute/skilled) and (ii) ($9.9) million from the planned sale of a 40% interest in the RIDEA II joint venture (senior housing

• perating). Annualized Pro Forma Portfolio Income represents Pro Forma Portfolio Income for the three months ended March 31, 2016, multiplied by four.

Same Property Portfolio (“SPP”) SPP statistics allow the Company’s management to evaluate the performance of its real estate portfolio under a consistent population by eliminating changes in the composition of its portfolio of properties. The Company identifies its SPP as stabilized properties that remained in operation and were consistently reported as leased properties or operating properties (“RIDEA”) for the duration of the year-over-year comparison periods presented, excluding assets held for sale. Accordingly, it takes a stabilized property a minimum of 12 months in operation under a consistent reporting structure to be included in the Company’s SPP. 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

• f lease-up or 24 months from the date the property is placed in service. SPP NOI excludes certain non-property specific operating expenses that are allocated to

each operating segment on a consolidated basis. SPP Cash NOI excludes the effects of foreign exchange rate movements by using the average current period exchange rate to translate from British pound sterling into U.S. dollars for the comparison periods. A property is removed from SPP when it is sold, placed into redevelopment or changes its reporting structure.

1

Non

• n-GAAP R

Reconcilia iliatio ions

In thousands

The following table represents Portfolio Income by sector: Three Months Ended March 31, 2016 Annualized Cash NOI Unconsol. JV Cash NOI Interest Income Portfolio Income Pro Forma Adjustments(1) Reclassifications(2) Pro Forma Portfolio Income Pro Forma Portfolio Income Senior housing (triple-net) $ 120,695 $ — $ 1,851 $ 122,546 $ (12,454 ) $ 16,582 $ 126,674 $ 506,696 Senior housing (operating) 51,873 14,898 — 66,771 (9,882 ) — 56,889 227,556 Post-acute/skilled 106,355 404 16,178 122,937 (106,355 ) (16,582 ) — — Life science 71,532 1,420 — 72,952 — — 72,952 291,808 Medical office 65,876 322 — 66,198 (592 ) — 65,606 262,424 Hospital 21,974 — — 21,974 (464 ) — 21,510 86,040 $ 438,305 $ 17,044 $ 18,029 $ 473,378 $ (129,747 ) $ — $ 343,631 $ 1,374,524 The following table reconciles net income to Cash NOI: Three Months Ended March 31, 2016 Net income $ 119,745 Interest income (18,029 ) Investment management fee income (91 ) Interest expense 122,062 Depreciation and amortization 141,322 General and administrative 25,499 Acquisition and pursuit costs 2,475 Other income, net (1,222 ) Income tax expense 53,038 Equity loss from unconsolidated joint ventures 908 NOI $ 445,707 Non-cash adjustments to NOI (7,402 ) Cash NOI $ 438,305

2

Non

• n-GAAP R

Reconcilia iliatio ions

Dollars in thousands

The following table represents the Same Property Portfolio: Year Ended December 31, SPP Cash NOI(3) Exclude HCRMC(4) SPP Cash NOI, excluding HCRMC SPP Growth, excluding HCRMC 2009 $ 723,908 $ — $ 723,908 2010 758,532 — 758,532 4.8% 2010 805,568 — 805,568 2011 837,556 — 837,556 4.0% 2011 847,863 — 847,863 2012 883,679 — 883,679 4.2% 2012 1,403,966 (484,956 ) 919,010 2013 1,447,120 (501,910 ) 945,210 2.9% 2013 1,491,550 (500,730 ) 990,820 2014 1,540,460 (518,439 ) 1,022,021 3.1% 2014 1,520,549 (499,457 ) 1,021,092 2015 1,528,373 (469,666 ) 1,058,707 3.7% SPP average excluding HCRMC(5) 3.8% The following table represents Investment by sector: March 31, 2016 Reclassifications(6) Pro Forma Adjustments(7) Pro Forma Investment Senior housing $ 10,240,720 $ ($10,240,720 ) $ — $ — Senior housing (triple-net) — 7,787,584 (1,185,481 ) 6,602,103 Senior housing (operating) — 3,478,542 (525,435 ) 2,953,107 Post-acute/skilled 5,126,061 (1,025,406 ) (4,100,655 ) — Life science 3,708,392 — — 3,708,392 Medical office 3,646,926 — (32,061 ) 3,614,865 Hospital 594,085 — (23,980 ) 570,105 Investment $ 23,316,184 $ — $ (5,867,612 ) $ 17,448,572

3

Non

• n-GAAP R

Reconcilia iliatio ions

Dollars in thousands

The following tables represent Projected SPP Cash NOI(8) by sector: For the projected full year 2016 (low):

Senior housing (triple-net) Senior housing (operating) (RIDEA) Total Senior Housing Post-acute/ Skilled nursing Life Science Medical Office Hospital Total NOI $ 524,800 $ 169,100 $ 693,900 $ 430,600 $ 279,200 $ 272,200 $ 85,500 $ 1,761,400 Non-cash adjustments to NOI (11,000 ) 100 (10,900 ) (700 ) (800 ) (3,500 ) 1,400 (14,500 ) Cash (adjusted) NOI 513,900 169,200 683,000 429,900 278,400 268,700 86,900 1,746,900 Non-SPP cash (adjusted) NOI (16,550 ) (106,250 ) (122,800 ) (10,800 ) (27,600 ) (25,500 ) — (186,700 ) SPP cash (adjusted) NOI $ 497,250 $ 62,950 $ 560,200 $ 419,100 $ 250,800 $ 243,200 $ 86,900 $ 1,560,200 Addback adjustments(9) 201,200 Other income and expenses(10) 227,100 Costs and expenses(11) (1,137,000 ) Net income $ 851,500

For the projected full year 2016 (high):

Senior housing (triple-net) Senior housing (operating) (RIDEA) Total Senior Housing Post-acute/ Skilled nursing Life Science Medical Office Hospital Total NOI $ 530,500 $ 171,000 $ 701,500 $ 435,400 $ 282,300 $ 275,200 $ 86,500 $ 1,780,900 Non-cash adjustments to NOI (11,500 ) (100 ) (11,600 ) (1,200 ) (1,100 ) (3,800 ) 1,275 (16,425 ) Cash (adjusted) NOI 519,000 170,900 689,900 434,200 281,200 271,400 87,775 1,764,475 Non-SPP cash (adjusted) NOI (16,750 ) (107,350 ) (124,100 ) (10,900 ) (28,000 ) (25,800 ) — (188,800 ) SPP cash (adjusted) NOI $ 502,250 $ 63,550 $ 565,800 $ 423,300 $ 253,200 $ 245,600 $ 87,775 $ 1,575,675 Addback adjustments(9) 205,225 Other income and expenses(10) 231,100 Costs and expenses(11) (1,133,000 ) Net income $ 879,000

For the year ended December 31, 2015:

Senior housing (triple-net) Senior housing (operating) (RIDEA) Total Senior Housing Post-acute/ Skilled nursing Life Science Medical Office Hospital Total NOI $ 521,871 $ 148,067 $ 669,938 $ 533,109 $ 272,767 $ 255,675 $ 84,391 $ 1,815,880 Non-cash adjustments to NOI (24,275 ) 8,148 (16,127 ) (78,738 ) (10,128 ) (5,025 ) 1,060 (108,958 ) Cash (adjusted) NOI 497,596 156,215 653,811 454,371 262,639 250,650 85,451 1,706,922 Non-SPP cash (adjusted) NOI (3,710 ) (95,976 ) (99,686 ) (30,614 ) (26,888 ) (12,429 ) (4 ) (169,621 ) SPP cash (adjusted) NOI $ 493,886 $ 60,239 $ 554,125 $ 423,757 $ 235,751 $ 238,221 $ 85,447 $ 1,537,301 Addback adjustments(9) 278,579 Other income and expenses(10) 201,162 Costs and expenses(11) (1,113,712 ) Impairments, net (1,403,853 ) Impairment of investments in unconsolidated joint ventures (45,895 ) Net loss $ (546,418 )

Projected SPP cash (adjusted) NOI change for the full year 2016: Senior housing Senior housing (operating) Total Senior Post-acute/ Life Medical (triple-net) (RIDEA) Housing Skilled nursing Science Office Hospital Total Low 0.7% 4.5% 1.1% (1.1%) 6.4% 2.1% 1.7% 1.5% High 2.7% 5.5% 2.1% (0.1%) 7.4% 3.1% 2.7% 2.5%

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• n-GAAP R

Reconcilia iliatio ions

(1) For additional information on pro forma adjustments, see Pro Forma Portfolio Income in the “Definitions” section of the Appendix. (2) Portfolio Income related to post-acute/skilled assets retained by the Company following the planned spin-off has been reclassified from post-acute/skilled to senior

housing triple-net.

(3) Historical reconciliations of SPP Cash NOI are available in the Company’s Current Reports on Form 8-K filed with the SEC on February 9, 2016 (2015 SPP),

February 10, 2015 (2014 SPP), February 11, 2014 (2013 SPP), February 12, 2013 (2012 SPP), February 14, 2012 (2011 SPP) and February 15, 2011 (2010 SPP).

(4) Represents Cash NOI related to the HCRMC Master Lease. (5) Represents the SPP growth for each of the six years ended December 31, 2015, divided by a factor of six. (6) Investment for senior housing has been reclassified into senior housing triple-net and senior housing operating. Additionally, Investment related to post-acute/skilled

assets and debt investments retained by the Company following the spin-off has been reclassified from post-acute/skilled to senior housing triple-net.

(7) For additional information on pro forma adjustments, see Pro Forma Investment in the “Definitions” section of the Appendix. (8) The foregoing projections reflect management's view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels,

development items and the earnings impact of the events referenced in the Company’s earnings release for the quarter ended March 31, 2016. These projections do not reflect the potential impact of the planned spin-off transaction involving the Company’s HCRMC real estate portfolio or unannounced future acquisitions, dispositions, other impairments or recoveries, the future bankruptcy or insolvency of its operators, lessees, borrowers or other obligors, the effect of any future restructuring of its contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or existing and future litigation matters including the possibility of larger than expected litigation costs and related developments. The Company’s actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of the date of this press release. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.

(9) Represents non-cash adjustments to NOI and non-SPP cash (adjusted) NOI. (10) Represents interest income, investment management fee income, gain on sales of real estate, other income, net, income taxes and equity income (loss) from

unconsolidated joint ventures.

(11) Represents interest expense, depreciation and amortization, general and administrative expenses, and acquisition and pursuit costs.

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