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n HCP , ;t" % \\\ /OVA kAl0 or March 2017 Experienced - - PowerPoint PPT Presentation

Investor Presentation n HCP , ;t" % \\\ /OVA kAl0 or March 2017 Experienced Senior Leadership Team Michael McKee Michael McKee Executive Chairman Executive Chairman Tom Herzog Tom Herzog Chief Executive Officer Chief Executive


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SLIDE 1

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HCP

Investor Presentation

March 2017

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SLIDE 2

1

Experienced Senior Leadership Team

Michael McKee Executive Chairman Michael McKee Executive Chairman Kai Hsiao

Senior Managing Director Senior Housing Properties

Troy McHenry

General Counsel and Corporate Secretary

Troy McHenry

General Counsel and Corporate Secretary

Tom Klaritch

Senior Managing Director Medical Office Properties

Jon Bergschneider

Senior Managing Director Life Science Properties

HCP Overview

Senior Managing Directors Average 20 Years of Direct Property Segment Experience

Justin Hutchens

President

Justin Hutchens

President

Tom Herzog

Chief Executive Officer

Tom Herzog

Chief Executive Officer

Peter Scott

Chief Financial Officer

Peter Scott

Chief Financial Officer

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SLIDE 3

2

2016 and Recent Accomplishments

(1) Concentration is based on Cash NOI plus interest income. Reflects the announced RIDEA II transaction, sale of 64 Brookdale triple-net leased assets and sale or transfer of 25 Brookdale triple-net leased assets.

Reduced and Improved Brookdale Concentration Will be reduced from 34% immediately post-spin to 27% via announced transactions(1) Executed the Spin-off of the HCR ManorCare Portfolio Completed on October 31, 2016 Improved Balance Sheet Metrics Executing asset sale and financing plan announced in May 2016 Affirmed 2017 FFO as Adjusted Guidance 2017 Guidance in-line with initial Outlook provided in November 2016 Improved Transparency and Financial Disclosure Revamped and enhanced Supplemental disclosures in 3Q16

HCP Overview

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SLIDE 4

3

2017 Goals and Priorities

HCP Overview

Improve Portfolio Quality Strengthen the Balance Sheet Grow Organically Accretive External Growth Key Goals and Priorities Commentary

  • 2-3% same-property Cash NOI growth
  • Recycle capital into higher-growth opportunities

including our development pipeline

  • Execute on and expand MOB redevelopment pipeline
  • Close announced Brookdale 64 & 25 transactions

and continue to manage concentration over time

  • Target Net Debt/EBITDA in low to mid-6x and

leverage to 43-44% using Brookdale asset sale proceeds and further improvement over time

  • Grow opportunistically in Senior Housing, Medical

Office, and Life Science segments when accretive

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SLIDE 5

4

  • Investment plan emphasizing prudent capital allocation and

accretive growth objectives

  • Improvement in credit metrics over time to regain Baa1/BBB+ ratings
  • Best-in-class disclosures and transparency
  • Global leader in sustainability

What Differentiates HCP  Strong and improving investment grade balance sheet with ample

liquidity and no significant debt maturities through end of 2018

 Diversified senior housing portfolio: triple-net leases are well

covered and 65% independent-living in our SHOP assets

 Premier Life Science portfolios in San Francisco and San Diego  82% on-campus MOB portfolio with stable and consistent

performance

 $875 million development and redevelopment pipeline with an

additional 2 million square feet of entitlements

 Smaller investment base from which to grow

We Will Strive to be Recognized for Our:

Senior Housing - The Solana Preserve Houston, TX East Mesa MOB Mesa, AZ

HCP Overview

 High-quality, 94% private-pay portfolio with a balanced emphasis on Senior Housing, Medical Office,

and Life Science real estate

 Strong and improving investment grade balance sheet with ample liquidity and no significant debt

maturities through end of 2018 post the closing of announced Brookdale transactions

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SLIDE 6

5 Senior Housing NNN 24% SHOP 20% Life Science 21% Medical Office 22% Other

(3)

13%

(1) Sources: National Investment Center for Seniors Housing & Care (NIC), HCP research. (2) Enterprise value based on HCP’s share price of $32.12 on 2/23/2017 and total consolidated debt and HCP’s share of unconsolidated JV debt as of 12/31/16. Percentages by segment represent Cash NOI based on HCP’s Guidance provided on 2/13/17. (3) Primarily consists of hospitals, U.K. real estate, and all debt investments.

$25B

Enterprise Value

HCP’s Portfolio(2)

$1.1

Trillion

Other public REITs HCP HCP

HCP in Context within the U.S. Healthcare Real Estate Market

  • U.S. healthcare real estate market is large and fragmented with favorable demographic trends
  • Provides HCP with a deep pipeline for future growth

Other owners of healthcare real estate

Estimated Market Value of U.S. Healthcare Real Estate(1)

HCP Overview

For the next 20 years, an average of 10,000 U.S. seniors per day will reach age 65

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SLIDE 7

6

Premier Portfolio in Attractive Healthcare Markets

(1)

(1) Percentages by segment are based on Cash NOI based on HCP’s guidance provided on 2/13/17. Excludes other non-reportable segments, which primarily consists of hospitals, U.K. real estate, and all debt investments. (2) After giving effect to the announced Brookdale transactions, EBITDAR-to-rent coverage for the retained 78 triple-net leased properties increases to 1.21x for the trailing 12 months ended 12/31/16 reported one quarter in arrears. (3) Percentage based on Cash NOI for senior housing and square footage for medical office and life science. (4) Demographic data provided by ESRI for 2016. HCP Overview

  • 82% located on-campus; 13% adjacent or anchored; 85% in Top 50 MSAs(3)
  • 95% affiliated with 150+ hospitals and healthcare systems(3)
  • Steady occupancy consistently above 90%

Medical Office

22%

  • 93% located in 2 of the top 3 core markets(3)
  • Largest owner and developer on the West Coast
  • 87% of revenues from public or well-established private companies

Life Science

21%

  • 65% of SHOP Cash NOI from Independent Living and CCRC assets(1)
  • 80% located in Top 50 MSAs(3)
  • 5-mile radius median income and 75+ net worth above the national average(4)

20%

Senior Housing - SHOP

  • Improved lease coverage with announced Brookdale transactions(2)
  • 73% located in Top 50 MSAs(3)
  • Limited expirations – weighted average remaining term of 9 years

24%

Senior Housing - NNN

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SLIDE 8

7

  • Investment focus on nationally-

recognized top-tier research clusters

  • Shortened decision making

window of LS companies supports selective speculative activity

Where We Plan to Grow

Overview

  • Aging population is increasing

demand for healthcare services

  • Value-based healthcare driving

consolidation and efficiencies

  • Continued shift from acute

towards outpatient setting

Senior Housing Medical Office

Parker Adventist Denver, CO

  • Fragmented ownership - only

~15% owned by public REITs

  • Undercapitalized operators

value lower-cost REIT capital

  • ~55% IL and 45% AL per NIC

The Solana Preserve Houston, TX HCP Overview

Investable Universe(1)

  • ~$350 billion
  • ~$250 billion

(1) Sources: NIC and HCP research.

Life Science

The Cove South San Francisco, CA

  • Pharma and biotech addressing

“patent cliff” with research and development of new products

  • Historically high investment in

LS companies by VCs, public markets and established biotech/LS companies in ’14-’16

  • ~$50 billion

Growth Priorities

  • Focus on a select group of

quality operating partners with high-growth potential

  • NNN acquisition opportunities

are currently limited; SHOP- structures offer better alignment

  • Preference for on-campus

and/or assets located in elite clusters with a critical mass of primary care doctors, specialists and diagnostic testing

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Development and Redevelopment

The Cove at Oyster Point South San Francisco, CA

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SLIDE 10

9 84% 16%

Value Creation from Development Pipeline

(1)

(1) Reflects committed ground-up development projects as of 12/31/16.

  • Phases I & II of The Cove development are a

combined 86% leased; recently commenced Phase III representing ~336,000 sq. ft.

  • Medical Office developments are 64% leased

and affiliated with / anchored by strong health systems (Memorial Hermann and HCA)

  • Development program targets 150-200 basis

point spread between development yield and market cap rates; current pipeline expected yield is above the high-end of this range

$820M of Committed Ground-up Developments Lif Life Science Science Medical Medical Office ffice $37 $221 $103 $820 $228 $20 $211

2016 2017 2018 2019

Driv Driver to er to Incr Increase ease NA NAV and Earnings Ov V and Earnings Over T er Time me

Pipeline Pipeline Expected Expected to Stabilize in to Stabilize in Phases over Phases over Next Next Three Three Years Years ($ millions)

  • Represents a driver of

accretive NAV and earnings growth upon stabilization, supplementing internal growth

  • $390M of remaining

spend to be funded with retained cash flow and non-core asset sales

1H 2H 2017 1H 2H 2018 1H 2H 2019

Development and Redevelopment

$390 remaining spend $140 placed in service $430 funded to date

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SLIDE 11

CX

CYTOMX

THERAPEUTICS

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10 10

The Cove at Oyster Point Development

Can we get an in process pic?

  • Pr

Premier Class emier Class A Lif A Life Science Science development project totaling one million sq. ft. at the gateway to South San Francisco

  • $620 million delivered or in-process; 16

164,000 000

  • sq. ft. of r
  • sq. ft. of remaining entitlements

maining entitlements

  • Phase I & II: 477,000 sq. ft.; 86% leased
  • Commencing Phase III; 336,000 sq. ft. in two

buildings; anticipated delivery 4Q 2018

  • LEED Silv

LEED Silver er campus with rich amenity profile, including food service, fitness, meeting space, hotel & retail

Development and Redevelopment

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SLIDE 12 i

11

  • 2.1 million sq. ft. of entitlements on parcels

we own and control

  • Majority of land is located in key west coast

life science markets of San Francisco and San Diego

  • Creates a shadow development pipeline in-

excess of $1 billion

Redevelopment Opportunity and Entitlements

Development and Redevelopment

  • Our on-campus Medical Office portfolio has

significant embedded redevelopment potential

  • We expect to increase the size of our current

Medical Office redevelopment pipeline to target $75-100 million of projects per year over the next several years with cash-on-cost returns of 9-12% Medical Office Redevelopment Land Held for Development and Entitlements Before Before After

Capitol Medical Center Redevelopment Case Study

  • Outpatient clinic with licensed endoscopy suite
  • 15-year, full-building lease to UC Davis Health System
  • $21 million project costs with a mid-teen IRR

(1) Estimated rentable square feet in 000s; 2) Includes HCP’s share of unconsolidated JV land held for development.

Capitol Medical Center, Sacramento, California

Project Sub-market Segment

  • Sq. ft.(1) Book Value($M)

Sierra Point

  • S. San Fran

LS 540 $92 Forbes Research

  • S. San Fran

LS 325 47 The Cove - Phase IV

  • S. San Fran

LS 165 12 Modular Labs III

  • S. San Fran

LS 105 11 Total South San Francisco 1,135 $162 Poway II Poway LS 465 $43 Bressi Ranch II Carlsbad LS 300 26 Torrey Pines Torry Pines LS 95 11 Directors Place Sorrento Mesa LS 80 6 Total San Diego MSA 940 $86 Remaining(2) Various Various na 10 Total Land 2,075 $258

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SLIDE 13 j

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Property Segment Highlights

Oakmont of Chino Hills Chino Hills, CA

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SLIDE 14

13 13

$582M

55% Triple-net

Leased Portfolio

45% SHOP

Investments

Cash NOI

(1)

Diversified Senior Housing Portfolio

SENIOR HOUSING (1) Represents Cash NOI based on HCP’s Guidance provided on 2/13/17.

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SLIDE 15

14

Triple-Net Leases Anchor Recurring Internal Growth

Assisted Living Independent Living Memory Care

(1) Represents Cash NOI based on HCP’s Guidance provided on 2/13/17. (2) After giving effect to the announced Brookdale transactions. SENIOR HOUSING

Senior Housing – Oakmont of Roseville Roseville, CA Senior Housing – The Fairfax

  • Ft. Belvoir, VA
  • $323 million Cash NOI(1) from 210 triple-net leased senior housing properties managed by 13
  • perators
  • 2% to 3% average annual escalators
  • Brookdale property EBITDAR-to-rent coverage improves to 1.21x and HCP’s triple-net senior housing

portfolio coverage improves to 1.13x upon completing the Brookdale asset sales(2)

  • 5-mile median income and net worth above the national average(2)
  • Limited expirations – weighted average remaining term of 9 years
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SLIDE 16

15 15

SHOP Portfolio Mix by Cash NOI(1)

  • $260 million Cash NOI(1) from 150 properties
  • High mix of independent living, which has been less impacted by new supply in our markets
  • 15+ years average affordability(2)

SHOP Portfolio is Well-Positioned

0% 2% 4% 6% 2010 2011 2012 2013 2014 2015 2016 2017E

Annual Inventory Growth(3)

Assisted Living Independent Living(4)

(1) Represents Cash NOI based on HCP’s Guidance provided on 2/13/17. (2) Affordability represents the number of years an individual can support the cost of residing in a senior housing facility. Affordability is calculated using the median net worth for individuals ages 75 and older, divided by the annualized revenue per occupied room (REVPOR) less the median income for individuals ages 75 and older. Markets with median income in excess of REVPOR reflect an Affordability metric of greater than (>) 15 years. (3) Supply data from NIC. (4) Includes CCRC.

Assisted Living 35% Independent Living (4) 65%

SENIOR HOUSING

65 65% of supply gr % of supply growth th over ne r next 12 months xt 12 months is Assisted is Assisted Living - Living - HCP HCP’s por portfolio lio is 65 is 65% Independent Living % Independent Living

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SLIDE 17

16 16 IL + CCRC 71% AL 29%

  • Blended rent coverage of 1.21x post closing of

Brookdale 64 transaction

  • All leases guaranteed by Brookdale
  • Corporate FCC of 1.4x(2)
  • Portfolio is comprised of multiple leases with

staggered lease maturities

  • Annual maturities do not exceed 10% until 2023, and

then remain below 10% from 2024 to 2027

7% 1% 12% 7% 1% 9% 16% 21% 26% 0% 5% 10% 15% 20% 25% 30%

2017 2019 2021 2023 2025 2027 2029

35% of Brookdale Cash NOI from Triple-Net Leases

(10% of total HCP Cash NOI and interest income)

65% of Brookdale NOI from Operating Business

(17% of total HCP Cash NOI and interest income)

  • No direct credit exposure
  • We expect 2.0% to 3.0% same-property Cash NOI growth in

2017 despite industry headwinds from new supply and wage pressures

  • Only 18% of HCP’s SHOP Cash NOI (2.9% of total

company Cash NOI and interest income) is subject to new supply (within a 5-mile radius of new construction)

  • Strong alignment (10% to 51% BKD JV ownership)
  • Capex investments to maintain competitive position

Brookdale Lease Brookdale Lease Maturity Maturity Schedule Schedule

(1) Pro forma to exclude Cash NOI for 64 properties held for sale, the previously announced planned sale or transition of 25 triple-net assets and the sale of a 40% interest in RIDEA II that closed in January 2017. (2) Source: Brookdale Q4 2016 Supplemental. Adjusted for 5% management fee and capital expenditures @ $350/unit.

Brookdale Portfolio Update

(1)

SENIOR HOUSING

Brookdale SHOP Portfoli Brookdale SHOP Portfolio

  • Cash

Cash NOI NOI by by Majority Majority Type Type

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SLIDE 18

University, Government, Research

4%

Public Biotech

/Medical

Device

47%

Office and R &D

13%

Private Biotech

/Medical Device

17%

Pharma

19%

17 17

  • $276 million Cash NOI(1) from 120 properties encompassing over 7 million sq. ft.
  • Largest life science footprint in 2 of the top 3 cluster markets

Irreplaceable Life Science Portfolio

(1) Represents Cash NOI based on HCP’s Guidance provided on 2/13/17. (2) In addition to San Francisco and San Diego, we own an additional 512,000 sq. ft. in Utah and North Carolina. LIFE SCIENCE

SAN DIEGO – 2.1M sq. ft. SAN FRANCISCO – 4.7M sq. ft. Key Submarkets Key Submarkets

  • S. San Francisco
  • Redwood City
  • Mountain View
  • Hayward

97%

Average occupancy over past two years

87%

Revenues from public or well-established private companies

20+

Years as premier life science

  • wner and developer with

2.1M sq. ft. of entitled land Key Submarkets Key Submarkets

  • Torrey Pines
  • UTC
  • Sorrento Mesa
  • Poway

Largest Life Science Owner on the West Coast(2) Annualized Base Rent by Tenant Type

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SLIDE 19

18 18

  • S. San Francisco submarket ~9M sq. ft.
  • Direct lab vacancy: 2.8%
  • Total lab availability: 3.4%
  • 2016 net absorption: 800,000 sq. ft.

HCP controls ~30% of the cluster market

  • 2.7 million sq. ft.
  • $142 million of December 2016 annualized

base rent

The Cove at Oyster Point

  • $720 million total project cost across four

phases

  • $620 million delivered or in-process
  • 114,000 sq. ft. delivered, 699,000 sq. ft. in-

process and 164,000 sq. ft. of remaining entitlements

972,000 sq. ft. of S. San Francisco entitlements

Sierra Point: 540,000 000 sq. ft. Forbes Research Center: 32 326,000 000 sq. ft. Modular Labs III: 106 106,000 000 sq. ft.

Life Science Market in Focus: South San Francisco

LIFE SCIENCE

HCP Existing Properties HCP Developments

1 2 2 1 3 3 4

HCP Existing Properties HCP Developments & Entitlements Genentech Corporate Campus

The The Cove Cove

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SLIDE 20

19 19

MEDICAL OFFICE PROPERTIES

Medical Office: Industry-Leading On-Campus Portfolio

  • $290 million Cash NOI(1) from 239 properties encompassing 18 million sq. ft.

Market

  • Sq. ft. (000s) Portfolio %

Houston, TX 2,600 15% Dallas, TX 2,200 12% Nashville, TN 1,300 7% Philadelphia, PA 1,200 7% Louisville, KY 1,100 6% Denver, CO 1,000 6% Salt Lake City, UT 775 4% Phoenix, AZ 725 4% Seattle, WA 675 4% Miami, FL 550 3% Top 10 10 M Markets 12, 2,125 125 67%

Top 10 Markets

~80%

  • Avg. retention

rate last five years

95%

Affiliated with hospitals and healthcare systems

90%+

Consistently

  • ccupied

(1) Represents Cash NOI based on HCP’s Guidance provided on 2/13/17.

National P National Portf rtfolio - lio - 82% On-Campus

Mark Market Density ( et Density (sq.

  • q. ft.)

.)

500K+ 100K – 250K 250K- 500K > 100,000 SF

82%

On-Campus

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SLIDE 21

20 20

Strong Retention

70% 80% 90% 100%

2012 2013 2014 2015 2016

Consistent Leader in Tenant Satisfaction(1) Stable Same Property Cash NOI Growth

50% 60% 70% 80% 2012 2013 2014 2015 2016

Medical Office Internal Growth: Strong, Steady, Stable

HCP Kingsley Index

(1) Kingsley Associates’ tenant survey measuring tenant satisfaction with medical office landlords on a 0 to 5 scale, with 5 representing the highest level of tenant satisfaction.

.

Steady Occupancy

0% 1% 2% 3% 4% 2012 2013 2014 2015 2016

MEDICAL OFFICE PROPERTIES

4.14 4.16 4.19 4.24 4.20 3.95 4.09 4.15 4.13 4.13

3.9 4.0 4.1 4.2 4.3 2011 2012 2013 2014 2015

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SLIDE 22
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  • HCP’s Nashville portfolio is anchored by the 100% leased, seven-building, 615,000 sq. ft. on-

campus cluster on HCA’s Centennial Medical Center

  • Centennial campus is made up of three hospitals with ~650 beds and ~30,000 admissions/yr

Example of On-Campus Strategy: Centennial Medical Center

SENIOR HOUSING MEDICAL OFFICE PROPERTIES

A: Physician’s Park Strategically Located Portfolio in Nashville CBD Driving Above-Market Fundamentals B: Parkview C: Atrium D: Medical Plaza

GLA: 197,500 sq. ft. Occupancy: 100%

HCP owned MOBs not pictured: E: 2222 State, 18,300 sq. ft., occupancy 100%; F: Building C, 8,700 sq. ft., occupancy 100%; G:Tace 10,000 sq. ft., occupancy 100%. Occupancy data as of 12/31/16.

GLA: 188,800 sq. ft. Occupancy: 100% GLA: 95,800 sq. ft. Occupancy: 100% GLA: 95,500 sq. ft. Occupancy: 100%

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SLIDE 23

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  • $570M investment dollars, 15 properties and 2,300

beds

  • NNN leases with 1.5%-2.5% average annual rent

escalators

  • Key relationships: HCA, Hoag, HealthSouth

Hospital and International Portfolio

6.1x

EBITDAR lease coverage(1)

73%

Cash NOI from acute-care hospitals

Hospital International

  • $570M debt investments dollars(2) and $370M real

estate investment dollars, 61 properties and 3,200 beds

  • NNN leases with 1.5%-2.5% average annual rent

escalators

  • Deep partnerships with top U.K. operators HC-One

and Maria Mallaband

1.3x

EBITDAR lease coverage(1)

93%

Year-end Occupancy

Fresno Surgical Hospital Fresno, CA

(1) EBITDAR lease coverage is for the trailing 12-months ended September 30, 2016. (2) Includes $131 million bridge loan to Maria Mallaband which HCP intends to convert to fee ownership through the exercise of a call option in mid-2017.

HC- One - Greenfield Park Glasgow, Scotland

HOSPITAL AND INTERNATIONAL

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SLIDE 24

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Balance Sheet

Aurora Medical Office Aurora, CO

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SLIDE 25

24

Committed to a Strong Balance Sheet

YE 2016 2017 Targets(1) End of 2019 General Targets Net Debt / EBITDA(2) 6.2x Low to mid-6x 5.5x-6.0x Financial Leverage 48.6% 43%-44% <40% Fixed Charge Coverage(2) 3.6x 3.6x-3.8x >3.5x Top 3 Tenant Concentration(3) 44% 35%-40% 30-35%

(1) Represents year-end 2017 targets. (2) Calculated based on 4Q16 annualized income. (3) Concentration is based on Cash NOI plus interest income.

Closing of the Brookdale 64 transaction will move us close to our 2017 Targets

  • Current credit ratings are Baa2 (stable) for Moody’s, BBB (stable) for S&P (reaffirmed in

October), and BBB (stable) for Fitch (stable-positive ratings action in October)

  • Ample liquidity with $2 billion revolver and large unencumbered asset base

BALANCE SHEET

slide-26
SLIDE 26

25

$207 $32 $741 $815 $1,251 $918 $806 $1,153 $1,371 $3 $404 $0 $400 $800 $1,200 $1,600 $2,000 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Thereafter Senior Unsecured Notes Secured Debt (incl/ pro rata JV) Unsecured Term Loans

Debt Maturity Schedule

(1)

  • $7.7 billion of total debt
  • 4.1% weighted average interest rate
  • 6.5 years weighted average maturity

($ in millions)

Substantially all debt maturities through the end of 2018 already addressed

(1) As of 12/31/16, excluding revolving credit facility and other debt. Projected maturity schedule reflects $1.6 billion debt paydown using proceeds from RIDEA II transaction (closed Jan 2017) and BKD 64 transaction (expected to close during 1Q17).

(natural hedge for UK investments)

BALANCE SHEET

Projected

slide-27
SLIDE 27

26 26

Well-Managed Debt Profile

(1) As of 12/31/16, adjusted to reflect $1.6 billion debt paydown using proceeds from RIDEA II transaction (closed Jan 2017) and BKD 64 transaction (expected to close during 1Q17).

  • Weighted average interest rate is

200 bps lower since 2010

  • Weighted average maturity increased

to 6.5 years

  • Limited exposure to floating rate debt

4.1%

3.0% 4.0% 5.0% 6.0% 7.0% 2010 2011 2012 2013 2014 2015 2016 Proj

Weighted Average Interest Rate

6.5 yrs.

4.5 5.0 5.5 6.0 6.5 7.0 2010 2011 2012 2013 2014 2015 2016 Proj

Weighted Average Maturity

97%

80% 85% 90% 95% 100% 2010 2011 2012 2013 2014 2015 2016 Proj

Percentage of Fixed Rate Debt

Weighted Average Interest Rate Weighted Average Maturity Percentage of Fixed Rate Debt

BALANCE SHEET

( 1 ) ( 1 ) ( 1 )

slide-28
SLIDE 28

27 27

Appendix

Hoag Hospital Irvine, CA

slide-29
SLIDE 29

28

Announced Transactions Sources and Uses

Note: numbers may not add do to rounding. (1) RIDEA II transaction closed in January 2017; proceeds were used to repay borrowings under the revolving credit facility.

  • We repaid $1.7 billion of debt during 4Q16, using proceeds generated primarily from

QCP financing

  • With proceeds from the RIDEA II transaction and Brookdale asset sales, we plan to pay

down $1.6 billion of debt, resulting in an improved credit profile

Appendix

Sources Uses

$B Timing HCP debt repayment $B Timing RIDEA II transaction(1) $0.5 1Q17 Mortgage debt $0.5 1Q17 BKD 64 asset sales 1.1 1Q17 Unsecured bonds 0.3 2Q17 Revolver(1) 0.9 1Q17 - 2Q17 To Tota tal $1.6 Tot

  • tal

$1.6

slide-30
SLIDE 30

29 29

4.4% 3.0% 2.5% 2.5% 1.3% 3.0%

SH NNN Life Science Medical Office SHOP Other Total HCP

2017 Cash NOI Same Property Performance Guidance

(1)

Our diversified portfolio is projected to generate same-property cash NOI growth in 2017 between 2.5% to 3.5%

  • Senior Housing triple-net performance is primarily driven by contractual rent increases and Brookdale lease

restructure

  • Life Science performance is primarily driven by contractual rent escalators and leasing activity
  • Steady Medical Office performance benefits from high tenant retention and on-campus locations
  • SHOP performance is primarily driven by higher rates, occupancy and growth from capital investments

partially offset by expense growth

(1) Represents mid-point of 2017 SPP Cash NOI growth guidance range provided on 2/13/17. Appendix

slide-31
SLIDE 31

30

Assumptions for 2017 Guidance

2017 Guidance

YoY Cash NOI SPP Growth 2.5%-3.5% YoY NOI SPP Growth 1.2%-2.2% G&A Expense $83M-$87M Interest Expense $310M-$320M Net Dispositions(1) $1.7B-$2.2B @ 7.8% Recurring CapEx / 2nd Generation(2) $97M-$102M 1st Gen TIs/ICE and Revenue Enhancing(2) $90M-$100M Re/Development Spend(2) $335M-$385M Diluted FFO as Adjusted per Share $1.89-$1.95 Dividend per Share $1.48 Fully Diluted FFO as Adj. Wtd. Avg. Share Count 476M

(1) Includes $1.125 billion related to 64 Brookdale communities that are held for sale at December 31, 2016 and $480 million related to the sale of a 40% interest in and refinancing of the RIDEA II JV that occurred in January 2017; proceeds will be used to pay down debt. (2) Excludes $11M-$13M of recurring capex / 2nd generation, $22-$27 million of 1st gen TIs/ICE and revenue enhancing cap-ex, and $10-$15 million of re/development spend related to HCP’s pro rata share of unconsolidated JVs. Appendix

slide-32
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31

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, that are not historical factual statements are “forward-looking statements” within the meaning

  • f 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, without

limitation, our statements regarding our planned or pending transactions, our future business strategies, our financing plans, our prospects, and our economic guidance,

  • utlook and expectations. All forward-looking statements are made as of the date hereof, 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 our and our 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, 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, with our concentration in Brookdale increasing as a result of the consummation of the spin-off of QCP on October 31, 2016; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover

  • f existing leases; our concentration in the healthcare property sector, particularly in life sciences, medical office buildings and hospitals, which makes our profitability more

vulnerable to a downturn in a specific sector than if we were investing in multiple industries; availability of suitable properties to acquire at favorable prices, the competition for the acquisition and financing of those properties, and the costs of associated property development; our ability to negotiate the same or better terms with new tenants

  • r operators if existing leases are not renewed or we exercise our right to foreclose on loan collateral or 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 acquisitions and other investments within expected time frames or at all, or within expected cost projections; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; 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 our tenants and operators of legislation, executive orders and other legal requirements, including the Affordable Care Act and licensure, certification and inspection requirements, as well as laws 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

  • f compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; volatility or uncertainty in the capital markets, the availability and cost
  • f 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
  • ur obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic or other conditions,

including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and

  • ther key personnel; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our filings with

the Securities and Exchange Commission. We caution investors not to place undue reliance on any forward-looking statements. We assume no, and hereby disclaim any,

  • bligation 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. MARKET AND INDUSTRY DATA This presentation also includes market and industry data that HCP has obtained from market research, publicly available information and industry publications. The accuracy and completeness of such information are not guaranteed. Such data is often based on industry surveys and preparers’ experience in the industry. Similarly, although HCP believes that the surveys and market research that others have performed are reliable, HCP has not independently verified this information. 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 at the end of the Appendix to this presentation and in HCP’s supplemental information packages and earnings releases, which are available on its website at www.hcpi.com in the “Financial Information” section of the “Investor Relations” tab.

Disclaimer

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SLIDE 33

Defin init itio ions

1

Funds From Operations (“FFO”) We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-U.S. generally accepted accounting principles (“GAAP”) measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate and other depreciation and amortization, and adjustments to compute our share of FFO and FFO as adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting

  • ur FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro-rata

share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the

  • perating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint

ventures, and the pro-rata presentations of reconciling items included in FFO (see above) do not represent our legal claim to such items. The joint venture members

  • r partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations

generally according to their invested capital. The presentation of pro-rata information has limitations which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting or allocating noncontrolling interests, and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and (ii) other companies in our industry may calculate their pro-rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on

  • ur GAAP financial statements, using the pro-rata financial information as a supplement. FFO does not represent cash generated from operating activities in

accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute FFO in accordance with the current NAREIT definition; however, other REITs may report FFO differently or have a different interpretation of the current NAREIT definition from ours. In addition, we present FFO before the impact of non-comparable items including, but not limited to, severance-related charges, litigation provisions, preferred stock redemption charges, impairments (recoveries) of non-depreciable assets, prepayment costs (benefits) associated with early retirement or payment of debt, foreign currency remeasurement losses (gains) and transaction-related items (“FFO as adjusted”). Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Transaction-related items include acquisition and pursuit costs (e.g., due diligence and closing) and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Management believes that FFO as adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors and other interested parties in the evaluation of our performance as a

  • REIT. At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member

companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes, in addition to adjustments made to arrive at the NAREIT defined measure of FFO, other adjustments to net income (loss). FFO as adjusted is used by management in analyzing

  • ur business and the performance of our properties, and we believe it is important that stockholders, potential investors and financial analysts understand this

measure used by management. We use FFO as adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as adjusted may not be comparable to those reported by other REITs. Net Operating Income from Continuing Operations (“NOI”) NOI and adjusted NOI are non-U.S. GAAP supplemental financial measures used to evaluate the

  • perating performance of real estate. We include properties from our consolidated portfolio, as well as our pro-rata share of properties owned by our unconsolidated

joint ventures in our NOI and Cash (“adjusted”) NOI. We believe providing this information assists investors and analysts in estimating the economic interest in our total portfolio of real estate. Our pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro-rata presentations of revenues and expenses included in NOI (see below) do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital. The presentation of pro-rata information has limitations, which include, but are not limited to, the following (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent

  • ur legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro-rata interest differently,

limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata financial information as a supplement.

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SLIDE 34

Defin init itio ions

2

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 other financial statement amounts included in net income (loss). Management believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, non-refundable entrance fees and lease termination fees (“non-cash adjustments”). Adjusted NOI is oftentimes referred to as “Cash NOI.” We use NOI and adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our same property portfolio (“SPP”), as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of 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.

Operating expenses generally relate to leased medical office and life science properties and senior housing RIDEA properties. We generally recover all or a portion

  • f our leased medical office and life science property expenses through tenant recoveries. We present expenses as operating or general and administrative based on

the underlying nature of the expense. Periodically, we review the classification of expenses between categories and make revisions based on changes in the underlying nature of the expenses. Same Property Portfolio SPP NOI and adjusted NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in our SPP NOI and adjusted NOI (see NOI above for further discussion regarding our use of pro-rata share information and its limitations). We identify our SPP as stabilized properties that remained in operations and were consistently reported as leased properties or RIDEA properties 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

  • perations under a consistent reporting structure to be included in our 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 of lease-up or 24 months from the date the property is placed in service. SPP NOI excludes (i) certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis and (ii) entrance fees and related activity such as deferred expenses, reserves and management fees related to entrance fees. A property is removed from our SPP when it is sold, placed into redevelopment or changes its reporting structure.

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Non

  • n-GAAP R

Reconcilia iliatio ions

3

Projected Future Operations(1) (Unaudited)

Full Year 2017 Low High Diluted earnings per common share $ 1.32 $ 1.38 Depreciation and amortization 1.13 1.13 Other depreciation and amortization 0.02 0.02 Gain on sales of real estate, net (0.70) (0.70) Joint venture FFO adjustments 0.11 0.11 Diluted FFO per common share $ 1.88 $ 1.94 Transaction-related items and other 0.01 0.01 Diluted FFO as adjusted per common share $ 1.89 $ 1.95

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Non

  • n-GAAP R

Reconcilia iliatio ions

4

Projected SPP NOI and Cash NOI(1) Dollars in thousands (Unaudited)

For the projected full year 2017 (low):

Senior Housing Triple-net SHOP Life Science Medical Office Other Total Cash (adjusted) NOI $ 320,600 $ 258,300 $ 274,500 $ 288,200 $ 113,400 $ 1,255,000 Non-cash adjustments to cash (adjusted) NOI(2) (1,600 ) (19,500 ) (600 ) 4,800 4,300 (12,600 ) NOI 319,000 238,800 273,900 293,000 117,700 1,242,400 Non-SPP NOI (35,200 ) (48,250 ) (34,700 ) (41,300 ) (7,800 ) (167,250 ) SPP NOI 283,800 190,550 239,200 251,700 109,900 1,075,150 Non-cash adjustments to SPP NOI(2) 5,500

5,100 1,000 (4,150 ) 7,450 SPP cash (adjusted) NOI $ 289,300 $ 190,550 $ 244,300 $ 252,700 $ 105,750 1,082,600 Addback adjustments(3) 159,800 Other income and expenses(4) 337,100 Costs and expenses(5) (944,900 ) Net income $ 634,600

For the projected full year 2017 (high):

Senior Housing Triple-net SHOP Life Science Medical Office Other Total Cash (adjusted) NOI $ 324,600 $ 261,000 $ 277,400 $ 290,900 $ 114,600 $ 1,268,500 Non-cash adjustments to cash (adjusted) NOI(2) (1,400 ) (19,700 ) (600 ) 4,800 4,300 (12,600 ) NOI 323,200 241,300 276,800 295,700 118,900 1,255,900 Non-SPP NOI (36,600 ) (48,900 ) (35,200 ) (41,500 ) (7,950 ) (170,150 ) SPP NOI 286,600 192,400 241,600 254,200 110,950 1,085,750 Non-cash adjustments to SPP NOI(2) 5,500

5,100 1,000 (4,150 ) 7,450 SPP cash (adjusted) NOI $ 292,100 $ 192,400 $ 246,700 $ 255,200 $ 106,800 1,093,200 Addback adjustments(3) 162,700 Other income and expenses(4) 344,100 Costs and expenses(5) (937,900 ) Net income $ 662,100

For the year ended December 31, 2016:

Senior Housing Triple-net SHOP Life Science Medical Office Other Total Cash (adjusted) NOI $ 408,842 $ 263,828 $ 289,054 $ 270,437 $ 119,626 $ 1,351,787 Non-cash adjustments to cash (adjusted) NOI(2) 7,566 (20,076 ) 3,003 3,557 3,019 (2,931 ) NOI 416,408 243,752 292,057 273,994 122,645 1,348,856 Non-SPP NOI (135,723 ) (56,945 ) (53,822 ) (25,522 ) (14,695 ) (286,707 ) SPP NOI 280,685 186,807 238,235 248,472 107,950 1,062,149 Non-cash adjustments to SPP NOI(2) (2,252 )

114 (733 ) (2,985 ) (5,856 ) SPP cash (adjusted) NOI $ 278,433 $ 186,807 $ 238,349 $ 247,739 $ 104,965 1,056,293 Addback adjustments(3) 292,563 Other income and expenses(4) 217,278 Costs and expenses(5) (1,191,963 ) Discontinued operations 265,755 Net income $ 639,926

Projected SPP NOI change for the full year 2017:

Senior Housing Triple-net SHOP Life Science Medical Office Other Total

Low

1.1% 2.0% 0.4% 1.3% 1.8% 1.2%

High

2.1% 3.0% 1.4% 2.3% 2.8% 2.2%

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Non

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Reconcilia iliatio ions

5

Projected SPP cash (adjusted) NOI change for the full year 2017:

Senior Housing Triple-net SHOP(6) Life Science Medical Office Other Total

Low

3.9% 2.0% 2.5% 2.0% 0.75% 2.5%

High

4.9% 3.0% 3.5% 3.0% 1.75% 3.5%

(1)

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 this release. These projections do not reflect the impact of unannounced future transactions, except as described herein,

  • ther impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual

relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and related expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of 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.

(2)

Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, non-refundable entrance fees and lease termination fees.

(3)

Represents non-SPP NOI and non-cash adjustments to SPP NOI.

(4)

Represents interest income, gain on sales of real estate, other income, net, income taxes and equity income (loss) from unconsolidated joint ventures, excluding NOI.

(5)

Represents interest expense, depreciation and amortization, general and administrative expenses, acquisition and pursuit costs, and loss on debt extinguishments.

(6)

The 2016 SHOP SPP Cash NOI growth rate was favorably impacted by 240 basis points due to year-end true-ups of group purchase rebates. The higher 2016 jumping-off point from these rebates contributed to a 200 basis point lower 2017 SHOP SPP Cash NOI growth rate versus what was provided in our November 1st preliminary Outlook. However, of note, the 2017 contribution from SHOP SPP Cash NOI is in line with our November 1st preliminary Outlook.