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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
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
3
2017 Goals and Priorities
HCP Overview
Improve Portfolio Quality Strengthen the Balance Sheet Grow Organically Accretive External Growth Key Goals and Priorities Commentary
including our development pipeline
and continue to manage concentration over time
leverage to 43-44% using Brookdale asset sale proceeds and further improvement over time
Office, and Life Science segments when accretive
4
accretive growth objectives
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
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.
Enterprise Value
HCP’s Portfolio(2)
Other public REITs HCP HCP
HCP in Context within the U.S. Healthcare Real Estate Market
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
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
Medical Office
22%
Life Science
21%
20%
Senior Housing - SHOP
24%
Senior Housing - NNN
7
recognized top-tier research clusters
window of LS companies supports selective speculative activity
Where We Plan to Grow
Overview
demand for healthcare services
consolidation and efficiencies
towards outpatient setting
Senior Housing Medical Office
Parker Adventist Denver, CO
~15% owned by public REITs
value lower-cost REIT capital
The Solana Preserve Houston, TX HCP Overview
Investable Universe(1)
(1) Sources: NIC and HCP research.
Life Science
The Cove South San Francisco, CA
“patent cliff” with research and development of new products
LS companies by VCs, public markets and established biotech/LS companies in ’14-’16
Growth Priorities
quality operating partners with high-growth potential
are currently limited; SHOP- structures offer better alignment
and/or assets located in elite clusters with a critical mass of primary care doctors, specialists and diagnostic testing
W117/777/01/t/011illill
The Cove at Oyster Point South San Francisco, CA
9 84% 16%
Value Creation from Development Pipeline
(1)
(1) Reflects committed ground-up development projects as of 12/31/16.
combined 86% leased; recently commenced Phase III representing ~336,000 sq. ft.
and affiliated with / anchored by strong health systems (Memorial Hermann and HCA)
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)
accretive NAV and earnings growth upon stabilization, supplementing internal growth
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
CX
CYTOMX
THERAPEUTICS
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10 10
The Cove at Oyster Point Development
Can we get an in process pic?
Premier Class emier Class A Lif A Life Science Science development project totaling one million sq. ft. at the gateway to South San Francisco
164,000 000
maining entitlements
buildings; anticipated delivery 4Q 2018
LEED Silver er campus with rich amenity profile, including food service, fitness, meeting space, hotel & retail
Development and Redevelopment
11
we own and control
life science markets of San Francisco and San Diego
excess of $1 billion
Redevelopment Opportunity and Entitlements
Development and Redevelopment
significant embedded redevelopment potential
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
(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
Sierra Point
LS 540 $92 Forbes Research
LS 325 47 The Cove - Phase IV
LS 165 12 Modular Labs III
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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Oakmont of Chino Hills Chino Hills, CA
13 13
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.
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
portfolio coverage improves to 1.13x upon completing the Brookdale asset sales(2)
15 15
SHOP Portfolio Mix by Cash NOI(1)
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
16 16 IL + CCRC 71% AL 29%
Brookdale 64 transaction
staggered lease maturities
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)
2017 despite industry headwinds from new supply and wage pressures
company Cash NOI and interest income) is subject to new supply (within a 5-mile radius of new construction)
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 NOI NOI by by Majority Majority Type Type
University, Government, Research
4%
Public Biotech
/Medical
Device
47%
Office and R &D
13%
Private Biotech
/Medical Device
17%
Pharma
19%
17 17
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
97%
Average occupancy over past two years
87%
Revenues from public or well-established private companies
20+
Years as premier life science
2.1M sq. ft. of entitled land Key Submarkets Key Submarkets
Largest Life Science Owner on the West Coast(2) Annualized Base Rent by Tenant Type
18 18
HCP controls ~30% of the cluster market
base rent
The Cove at Oyster Point
phases
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
19 19
MEDICAL OFFICE PROPERTIES
Medical Office: Industry-Leading On-Campus Portfolio
Market
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
rate last five years
Affiliated with hospitals and healthcare systems
Consistently
(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.
.)
500K+ 100K – 250K 250K- 500K > 100,000 SF
On-Campus
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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campus cluster on HCA’s Centennial Medical Center
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%
Fr-
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beds
escalators
Hospital and International Portfolio
EBITDAR lease coverage(1)
Cash NOI from acute-care hospitals
Hospital International
estate investment dollars, 61 properties and 3,200 beds
escalators
and Maria Mallaband
EBITDAR lease coverage(1)
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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Aurora Medical Office Aurora, CO
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
October), and BBB (stable) for Fitch (stable-positive ratings action in October)
BALANCE SHEET
25
$207 $32 $741 $815 $1,251 $918 $806 $1,153 $1,371 $3 $404 $0 $400 $800 $1,200 $1,600 $2,000 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Thereafter Senior Unsecured Notes Secured Debt (incl/ pro rata JV) Unsecured Term Loans
Debt Maturity Schedule
(1)
($ 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
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).
200 bps lower since 2010
to 6.5 years
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 )
27 27
Hoag Hospital Irvine, CA
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.
QCP financing
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
$1.6
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%
restructure
partially offset by expense growth
(1) Represents mid-point of 2017 SPP Cash NOI growth guidance range provided on 2/13/17. Appendix
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
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
limitation, our statements regarding our planned or pending transactions, our future business strategies, our financing plans, our prospects, and our economic guidance,
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
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
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
including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and
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,
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
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
31
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
share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the
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
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
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
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
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
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
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.
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
Operating expenses generally relate to leased medical office and life science properties and senior housing RIDEA properties. We generally recover all or a portion
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
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.
Non
Reconcilia iliatio ions
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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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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
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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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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,
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.